Common use of Subsidiary Guaranty Clause in Contracts

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business.

Subsidiary Guaranty. (a) The Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Wholly-Owned Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) satisfies either of the following applicable conditions to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Indebtedness of another Person or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty. ), the Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower delivered to the Administrative Agent the organizational documents, certificates of good standing, resolutions and a legal opinion regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1(ii). At the time any such joinder Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed a representation to make to the Administrative Agent and warranty by Borrower that each the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan Documents to the extent they apply to such Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuarantor.

Subsidiary Guaranty. Borrower shall It will cause each of its existing Subsidiaries listed on Schedule 6.23that guarantees any Covered Material Indebtedness of the MLP or any Subsidiary of the MLP (including, which includes all current subsidiaries of Borrower other than Excluded Subsidiarieswithout limitation, any debt issued pursuant to the Note Indenture), to execute guarantee the Borrower Obligations, by executing and deliver delivering to the Administrative Agent Agent, for the benefit of the Lenders, on or prior to the Effective Date with respect to any Subsidiary that guarantees any such Covered Material Indebtedness as of the Effective Date, and thereafter, within five (5) Business Days after any Subsidiary guarantees any such Covered Material Indebtedness, (a) a Subsidiary Guaranty (or a supplement thereto as may be requested by the Administrative Agent) and (b) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. For the avoidance of doubt, if at any time any Subsidiary referenced above does not guarantee any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Note Indenture) or any such Subsidiary is to be released from such guarantee of such Covered Material Indebtedness immediately following such Subsidiary’s release from the Subsidiary Guaranty. Borrower , then such Subsidiary shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in be released from the Subsidiary Guaranty in the form accordance with Section 6.15 of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower ; provided that if such Subsidiary is not released from such guarantee of such Covered Material Indebtedness within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall immediately become a party to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuaranty.”

Subsidiary Guaranty. Borrower shall It will cause each of its existing Subsidiaries listed on Schedule 6.23that guarantees any Covered Material Indebtedness of the MLP or any Subsidiary of the MLP (including, which includes all current subsidiaries of Borrower other than Excluded Subsidiarieswithout limitation, any debt issued pursuant to the Indenture), to execute guarantee the Borrower Obligations, by executing and deliver delivering to the Administrative Agent Agent, for the benefit of the Lenders, on or prior to the Effective Date with respect to any Subsidiary that guarantees any such Covered Material Indebtedness as of the Effective Date, and thereafter, within five (5) Business Days after any Subsidiary guarantees any such Covered Material Indebtedness, (a) a Subsidiary Guaranty (or a supplement thereto as may be requested by the Administrative Agent) and (b) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. For the avoidance of doubt, if at any time any Subsidiary referenced above does not guarantee any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Indenture) or any such Subsidiary is to be released from such guarantee of such Covered Material Indebtedness immediately following such Subsidiary’s release from the Subsidiary Guaranty. Borrower , then such Subsidiary shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in be released from the Subsidiary Guaranty in the form accordance with Section 6.15 of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower ; provided that if such Subsidiary is not released from such guarantee of such Covered Material Indebtedness within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall immediately become a party to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuaranty.

Subsidiary Guaranty. (a) The Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Wholly‑Owned Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) satisfies either of the following applicable conditions to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Indebtedness of another Person or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty. ), the Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower delivered to the Administrative Agent the organizational documents, certificates of good standing, resolutions and a legal opinion regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1(ii). At the time any such joinder Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed a representation to make to the Administrative Agent and warranty by Borrower that each the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan Documents to the extent they apply to such Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuarantor.

Subsidiary Guaranty. Obligations hereunder shall at all times be guaranteed by Fostxx Xxxxxxx XXX Corporation, Fostxx Xxxxxxx Xxxrgy International, Inc. and Fostxx Xxxxxxx Xxxrgy Corporation by the execution and delivery of this Agreement by such Subsidiaries. If at the end of any fiscal quarter of the Borrower, (i) the assets of the Guarantors constitute less than 90% of the consolidated domestic total assets of the Borrower and its consolidated Subsidiaries or (ii) the net income for such fiscal quarter of the Guarantors constitute less than 90% of the consolidated domestic net income of the Borrower and its consolidated Subsidiaries for such quarter, then the Borrower shall cause each of its existing designate (x) one or more Material Domestic Subsidiaries listed on Schedule 6.23and (y) to the extent the designation provided in clause (x) does not make up the short-fall in clause (i) or (ii) above, which includes all current subsidiaries of Borrower one or more other than Excluded domestic Subsidiaries, to execute so that assets and net income of such one or more Material Domestic Subsidiaries and such one or more other domestic Subsidiaries, together with such item of the existing Guarantors, constitute 90% of the consolidated domestic total assets and net income, respectively of the Borrower and its consolidated Subsidiaries. The Borrower shall deliver to the Administrative Agent Agent, together with the Subsidiary Guaranty. Quarterly Compliance Certificate required under Section 5.01(c), a schedule setting forth the assets and net income of each Guarantor and the consolidated domestic assets and the consolidated domestic net income of the Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded and its consolidated Subsidiaries) to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Material Domestic Subsidiary that was not or any other domestic Subsidiary is required to join in become a Guarantor, unless the Subsidiary Guaranty because it was an Excluded Subsidiary as of Required Lenders otherwise agree, the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent Borrower shall, promptly (5%i) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join execute a Subsidiary Guaranty Agreement, (ii) cause such Subsidiary to deliver documentation similar to that described in Sections 4.01(b) and (d) relating to the Subsidiary Guaranty. The authorization for, execution and delivery by Borrower of, and validity of such Subsidiary's obligations as a Guarantor under the Guaranty in form and substance satisfactory to the Administrative Agent. Except as otherwise required or permitted by the Indenture, the Guarantors' obligations under the Guaranty shall at all times be secured by the pledge of the "Collateral" (as defined in the Pledge Agreement) pursuant to the Pledge Agreement. Without limiting the restrictions set forth in Section 6.07, a merger of a Guarantor into the Borrower or into another Guarantor shall not constitute a violation of this Section 5.15 so long as the Guaranty of the surviving entity, in the case of a merger into another Guarantor, remains in effect. ARTICLE VI NEGATIVE COVENANTS The Borrower hereby covenants to each Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessLender as follows: Section 6.01.

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23Exhibit C, which includes the owners of each Unencumbered Property, along with all other current subsidiaries of Borrower other than the Borrower, excluding only the Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) concurrently with the delivery of each compliance certificate required to be delivered pursuant to Section 6.1(d), with respect to each Subsidiary which (x) is hereafter acquired or formed (other than Excluded Subsidiaries) during the most recent fiscal quarter period covered by such compliance certificate or (y) was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary but shall subsequently not be precluded from doing so during such most recent fiscal quarter and (ii) within five (5) Business Days after the date any Subsidiary has any Recourse Indebtedness or Guarantee Obligations with respect to the Revolving Credit Agreement, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty; it being understood and agreed, for purposes of clarity, that nothing in this sentence shall permit the treatment of any Eligible Unencumbered Property as an Unencumbered Property, or the inclusion of the value attributable to such Eligible Unencumbered Property in Unencumbered Pool Value, until such a joinder to the Subsidiary Guaranty has been so executed and delivered to the Administrative Agent by the Subsidiary owning such Eligible Unencumbered Property. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms case of any applicable Secured Indebtedness and Subsidiary which is the owner of an Unencumbered Property, shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join be in good standing in the Subsidiary Guarantystate in which such Property is located. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required in the case of a Subsidiary which is the owner of an Unencumbered Property, is in good standing in the state in which such Property is located. From time to conduct its business.time Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter time as may be agreed by the Administrative Agent), that a Subsidiary Guarantor be released from the Subsidiary Guaranty, which release (the “Release”) shall be effected by the Administrative Agent if all of the following conditions are satisfied as of the date of such Release:

Subsidiary Guaranty. Borrower As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Company or the Administrative Agent as, a Material Domestic Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the such Material Domestic Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiariesany SPV) (to the extent such Subsidiary is not already a Borrower or a Subsidiary Guarantor) to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty (in the form of Exhibit A attached contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the form of Subsidiary Guaranty. Borrower covenants terms and agrees that each Subsidiary which it shall cause provisions thereof, such joinder to execute the Subsidiary Guaranty shall to be fully authorized to do so accompanied by its supporting organizational appropriate corporate resolutions, other corporate documentation and authority documents legal opinions in form and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower substance reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that, notwithstanding the foregoing (or any limitation set forth in the definition of “Subsidiary Guarantor”, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower, an additional or co-borrower, guarantor or otherwise, for or in respect of any such joinder Indebtedness under the 2019 Senior Notes, the 2021 Senior Notes, any 2024 Senior Notes or any other Material Indebtedness (other than any SPV with respect to any Permitted Securitization Indebtedness) to concurrently therewith to become a Subsidiary Guarantor hereunder, provided, further, that notwithstanding anything contained in this Section 5.10 to the contrary, the Company shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused under no obligation to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing (but may in its state sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of organization this Agreement and has obtained the Loan Documents to the extent (x) such Foreign Subsidiary’s obligations under all Material Indebtedness consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary (a “Foreign Guarantee”) and (y) such Foreign Subsidiary does not guarantee or otherwise become liable at any necessary foreign qualifications time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of Indebtedness of the Company or any Domestic Subsidiary under any Material Indebtedness. Notwithstanding the foregoing to the contrary, to the extent that the Administrative Agent and the Company reasonably agree that the cost or other consequences (including tax consequences) of providing a Guarantee of the Obligations by a Subsidiary is likely to be excessive in relation to the value to be afforded thereby, such Subsidiary shall not be required to conduct its businessGuarantee the Obligations.

Subsidiary Guaranty. Borrower As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Company or the Administrative Agent as, a Material Domestic Subsidiary or a Material Foreign Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the such Material Domestic Subsidiary Guaranty. Borrower shall cause each and/or Material Foreign Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiariesany SPV) (to the extent such Subsidiary is not already a Borrower or a Subsidiary Guarantor) to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of Exhibit A attached thereof, such joinder to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall to be fully authorized to do so accompanied by its supporting organizational appropriate corporate resolutions, other corporate documentation and authority documents legal opinions in form and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower substance reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that, notwithstanding the foregoing (or any limitation set forth in the definition of “Subsidiary Guarantor”, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower, an additional or co-borrower, Guarantor or otherwise, for or in respect of any such joinder Indebtedness under the Existing Senior Notes, the Senior Notes or any other Material Indebtedness (other than any SPV with respect to any Permitted Securitization Indebtedness) to concurrently therewith to become a Subsidiary Guarantor hereunder. For the Avoidance of any doubt, no Foreign Subsidiary shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuarantee the Obligations of a U.S. Loan Party (other than for the avoidance of any doubt, such Obligations of a Foreign Obligor which may also be Guaranteed by a U.S. Loan Party) or any other Domestic Subsidiary. Notwithstanding the foregoing to the contrary, to the extent that the Administrative Agent and the Company reasonably agree that the cost or other consequences (including tax consequences) of providing a Guarantee of the Obligations by a Subsidiary is likely to be excessive in relation to the value to be afforded thereby, such Subsidiary shall not be required to Guarantee the Obligations.

Subsidiary Guaranty. (a) The Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries Wholly-Owned Subsidiary of Borrower other than Excluded Subsidiaries, to execute and deliver to which satisfies either of the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) following applicable conditions to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Recourse Indebtedness of another Person or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary of the Borrower that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty. ), the Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower delivered to the Administrative Agent the organizational documents, certificates of good standing, and resolutions (and, if requested by the Administrative Agent a legal opinion) regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1(ii). At the time any such joinder Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed a representation to make to the Administrative Agent and warranty by Borrower that each the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan Documents to the extent they apply to such Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuarantor.

Subsidiary Guaranty. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each such Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) also qualifies as a Material Domestic Subsidiary to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty (in the form of Exhibit A attached contemplated thereby) pursuant to the form of which such Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so bound by the terms of and provisions thereof, such Subsidiary Guaranty to be accompanied by appropriate corporate or limited liability company resolutions, other corporate or limited liability company documentation and legal opinions (if requested) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) Subject to Section 5.11, with respect to any applicable Secured Indebtedness and shall have assets that represent five percent Subsidiary required to become a Subsidiary Guarantor hereunder pursuant to Section 5.09(a), the Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Subsidiary Guarantor hereunder pursuant to Section 5.09(a) (5%) or more of such longer time period if agreed to by the Total Asset ValueCollateral Agent in its reasonable discretion), then Borrower shall cause such Subsidiary to join execute and deliver a Security Agreement Supplement, an Acknowledgment of Grantors with respect to each Intercreditor Agreement in effect and a Perfection Certificate and take such additional actions (including the Subsidiary Guaranty. The delivery by Borrower filing of UCC financing statements and, if applicable and required pursuant to the Administrative terms of the Loan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Collateral Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Subsidiary (other than Excluded Property) in favor of the Collateral Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Collateral Agent, the Collateral Agent shall receive an opinion or opinions of counsel for the applicable Loan Parties in form and substance reasonably satisfactory to the Collateral Agent in respect of matters reasonably requested by the Collateral Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.09(b), dated as of the date of such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business.Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. 76

Subsidiary Guaranty. Borrower As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Company or the Administrative Agent as, a Material Domestic Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver such Material Domestic Subsidiary (to the Administrative Agent the extent such Subsidiary Guaranty. is not already a Borrower shall cause each or a Subsidiary which is hereafter acquired or formed (other than Excluded SubsidiariesGuarantor) to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of Exhibit A attached thereof, such joinder to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall to be fully authorized to do so accompanied by its supporting organizational appropriate corporate resolutions, other corporate documentation and authority documents legal opinions in form and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower substance reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that, notwithstanding the foregoing (or any limitation set forth in the definition of “Subsidiary Guarantor”, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower, an additional or co-borrower, guarantor or otherwise, for or in respect of any such joinder Indebtedness under the Existing Senior Notes, the Senior Notes or any other Material Indebtedness (other than any SPV with respect to any Permitted Securitization Indebtedness) to concurrently therewith to become a Subsidiary Guarantor hereunder, provided, further, that notwithstanding anything contained in this Section 5.10 to the contrary, the Company shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused under no obligation to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing (but may in its state sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of organization this Agreement and has obtained the Loan Documents to the extent (x) such Foreign Subsidiary’s obligations under all Material Indebtedness consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary (a “Foreign Guarantee”) and (y) such Foreign Subsidiary does not guarantee or otherwise become liable at any necessary foreign qualifications time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of Indebtedness of the Company or any Domestic Subsidiary under any Material Indebtedness. Notwithstanding the foregoing to the contrary, to the extent that the Administrative Agent and the Company reasonably agree that the cost or other consequences (including tax consequences) of providing a Guarantee of the Obligations by a Subsidiary is likely to be excessive in relation to the value to be afforded thereby, such Subsidiary shall not be required to conduct its businessGuarantee the Obligations.

Subsidiary Guaranty. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each such Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) also qualifies as a Material Domestic Subsidiary to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty (in the form of Exhibit A attached contemplated thereby) pursuant to the form of which such Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so bound by the terms of and provisions thereof, such Subsidiary Guaranty to be accompanied by appropriate corporate or limited liability company resolutions, other corporate or limited liability company documentation and legal opinions (if requested) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) Subject to Section 5.11, with respect to any applicable Secured Indebtedness and shall have assets that represent five percent Subsidiary required to become a Subsidiary Guarantor hereunder pursuant to Section 5.09(a), the Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Subsidiary Guarantor hereunder pursuant to Section 5.09(a) (5%) or more of such longer time period if agreed to by the Total Asset ValueCollateral Agent in its reasonable discretion), then Borrower shall cause such Subsidiary to join execute and deliver a Security Agreement Supplement, an Acknowledgment of Grantors with respect to each Intercreditor Agreement in effect and a Perfection Certificate and take such additional actions (including the Subsidiary Guaranty. The delivery by Borrower filing of Uniform Commercial Code financing statements and, if applicable and required pursuant to the Administrative terms of the Loan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Collateral Agent shall reasonably request for purposes of any granting and perfecting a Lien on the assets of such joinder Subsidiary (other than Excluded Property) in favor of the Collateral Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Collateral Agent, the Collateral Agent shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business.receive an opinion or 74 #92274486v19

Subsidiary Guaranty. Borrower shall The Company will take, and will cause each of its existing Subsidiaries listed on Schedule 6.23to take, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to such actions as are reasonably necessary or as the Administrative Agent may reasonably request (including delivery of authorization documents and customary opinions of counsel) so that (subject to the Subsidiary Guaranty. Borrower shall cause provisos below) as of each Subsidiary which is hereafter acquired or formed Test Date all of the Company’s obligations hereunder are guaranteed by Subsidiaries (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder that, in the Subsidiary Guaranty in aggregate together with the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) Company, own 90% or more of the Total Asset Valueconsolidated assets of the Company and its Subsidiaries (other than the Excluded Subsidiaries) and earned 90% or more of the consolidated revenue of the Company and its Subsidiaries (other than the Excluded Subsidiaries) during the most recent period of four consecutive fiscal quarters (excluding the revenues of any Subsidiary or business unit that has been divested or liquidated on or prior to any date of determination and after giving effect to the elimination of intercompany items), then Borrower shall cause such Subsidiary in each case pursuant to join in the Subsidiary Guaranty. The delivery ; provided that the provisions of this Section 6.12 shall cease to be effective (and thereafter, except as provided in the following proviso, no Subsidiary shall be obligated to guarantee the Company’s obligations hereunder) on the first date after the date hereof on which the Company’s long term senior unsecured public Debt without third party credit enhancement has a rating (or, if no such Debt is outstanding, the Company has a corporate or similar rating) of BBB or better by Borrower to S&P and Baa2 or better by Xxxxx’x; provided, further, that if at any time after the Administrative Agent event described in the foregoing proviso, any one or more Subsidiaries guarantee Debt of the Company (other than Excluded Debt) that in the aggregate exceeds the Dollar Equivalent of $100,000,000, then (and for so long as such guarantee remains in effect) each such Subsidiary that guarantees any such joinder Debt shall be deemed also guarantee the obligations of the Company hereunder on a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businesspari passu basis.

Subsidiary Guaranty. Borrower As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Company or the Administrative Agent as, a Material Domestic Subsidiary or a Material Foreign Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the such Material Domestic Subsidiary Guaranty. Borrower shall cause each and/or Material Foreign Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiariesany SPV) (to the extent such Subsidiary is not already a Borrower or a Subsidiary Guarantor) to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of Exhibit A attached thereof, such joinder to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall to be fully authorized to do so accompanied by its supporting organizational appropriate corporate resolutions, other corporate documentation and authority documents legal opinions in form and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower substance reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that, notwithstanding the foregoing (or any limitation set forth in the definition of “Subsidiary Guarantor”, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower, an additional or co-borrower, Guarantor or otherwise, for or in respect of any such joinder Indebtedness under the 2012 Senior Notes, the 2019 Senior Notes, the 2021 Senior Notes, or any other Material Indebtedness (other than any SPV with respect to any Permitted Securitization Indebtedness) to concurrently therewith to become a Subsidiary Guarantor hereunder. For the Avoidance of any doubt, no Foreign Subsidiary shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business.Guarantee the Obligations of a U.S. Loan Party (other than for the avoidance of any doubt, such Obligations of a Foreign Obligor which may also be Guaranteed by a U.S. Loan Party) or any other Domestic Subsidiary. Notwithstanding the foregoing to the contrary, to the extent that the Administrative Agent and the Company reasonably agree that the cost or other consequences (including tax consequences) of providing a Guarantee of the Obligations by a Subsidiary is likely to be excessive in relation to the value to be afforded thereby, such Subsidiary shall not be required to Guarantee the Obligations. 108

Subsidiary Guaranty. Borrower shall cause Each Guarantor, other than Subsidiaries that are CFCs or Subsidiaries of Subsidiaries that are CFCs, severally, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under this Article VIII being the “Guaranty”) the punctual payment when due, whether at scheduled maturity or at a date fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations (excluding all Excluded Swap Obligations) of each of its the other Loan Parties now or hereafter existing Subsidiaries listed on Schedule 6.23under or in respect of the Loan Documents (including, which includes without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all current subsidiaries of Borrower the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”; provided, that, endorsements of negotiable instruments for deposit or collection in the ordinary course of business are not Guaranteed Obligations for purposes of the foregoing Section 8.01), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any of the other than Excluded SubsidiariesSecured Parties solely in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to execute all amounts that constitute part of the Guaranteed Obligations and deliver would be owed by any of the other Loan Parties to the Administrative Agent or any of the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired other Secured Parties under or formed (other than Excluded Subsidiaries) to execute and deliver in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the Administrative Agent existence of a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) bankruptcy, reorganization or more of the Total Asset Value, then Borrower shall cause similar proceeding involving such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessother Loan Party.

Subsidiary Guaranty. On the Effective Date, the Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23Material Subsidiary that is a Domestic Subsidiary (excluding any Excluded Domestic Subsidiary) to become a Subsidiary Guarantor. Subsequent to the Effective Date, which includes all current subsidiaries of as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Domestic Subsidiary (excluding any Excluded Domestic Subsidiary) qualifies as a Material Subsidiary required to become, or is designated by the Borrower other than Excluded Subsidiariesas, a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Guaranty (or a joinder thereto in the form contemplated thereby, as applicable) pursuant to which such Subsidiary which is hereafter acquired agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty (or formed (other than Excluded Subsidiariesjoinder thereto, as applicable) to execute be accompanied by appropriate corporate resolutions, other corporate documentation and deliver legal opinions in form and substance reasonably satisfactory to the Administrative Agent a joinder and its counsel. Notwithstanding the foregoing, in the case of any Material Subsidiary Guaranty in that is a Domestic Subsidiary the form stock (or other equity interests) of Exhibit A attached which the Borrower or any Subsidiary acquires after the Effective Date and intends to transfer to any Foreign Subsidiary or Excluded Domestic Subsidiary pursuant to Section 6.03(a)(iii) Section 6.03(a)(viii), as applicable, the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall not be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) provide such notice or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the become a Subsidiary Guaranty. The delivery Guarantor hereunder until thirty (30) days (or such later date as may be agreed upon by Borrower to the Administrative Agent Agent) after the earlier of any the date on which the Borrower or the applicable Subsidiary no longer intends to so transfer the stock (or other equity interests) of such joinder shall acquired Subsidiary or a six (6) month period (or such longer period as may be deemed a representation and warranty agreed upon by the Administrative Agent) has elapsed without the Borrower that each or the applicable Subsidiary which Borrower caused to execute so transferring the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state stock (or other equity interests) of organization and has obtained any necessary foreign qualifications required to conduct its businesssuch acquired Subsidiary.

Subsidiary Guaranty. Borrower As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Company as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each of its existing Subsidiaries listed on Schedule 6.23, such Subsidiary which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, also qualifies as a Subsidiary Guarantor to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Guaranty pursuant to which such Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty to be accompanied by appropriate corporate or equivalent resolutions, other corporate or equivalent documentation and legal opinions (which is hereafter acquired or formed (other than Excluded Subsidiariesmay include inside counsel to such Subsidiary Guarantor for certain matters) to execute in form and deliver substance reasonably satisfactory to the Administrative Agent and its counsel. If any Subsidiary ceases to be a joinder in Material Subsidiary, the Company shall provide the Administrative Agent with written notice thereof, and such Subsidiary shall no longer be a Subsidiary Guarantor and shall be released from the Subsidiary Guaranty in the form of Exhibit A attached and its obligations thereunder shall be terminated; provided that such Subsidiary shall once again become a Subsidiary Guarantor pursuant to the form terms of this Section if it subsequently qualifies independently as, or is designated by the Company as, a Subsidiary GuarantyGuarantor pursuant to the definition of “Material Subsidiary”. Borrower covenants and agrees that each If all of the assets (or substantially all of the assets) or any of the equity interests in any Subsidiary which it Guarantor are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary Guarantor shall cause to execute no longer be a Subsidiary, then the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational automatically released and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessterminated.

Subsidiary Guaranty. Borrower shall cause each Reference is made to: (1) that certain Second Amended and Restated Loan and Security Agreement dated as of its existing Subsidiaries listed on Schedule 6.23May 30, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees 2014 as amended by that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary certain First Amendment dated as of the Agreement Effective Date shall subsequently not be precluded from doing so date hereof (the “First Amendment”) (as amended, the “Existing Loan Agreement”) by and between OrthoPediatrics Corp., a Delaware corporation (“Borrower”), and Squadron Capital LLC, a Delaware limited liability company (“Lender”); and (2) that certain Subsidiary Guaranty dated as of May 30, 2014 (the “Guaranty”) made by OrthoPediatrics US Distribution Corp., a Delaware corporation (“Guarantor”) in favor of Lender. To induce Lender to enter into the First Amendment, Guarantor hereby expressly: (i) acknowledges and consents to the terms of any applicable Secured Indebtedness and shall have assets the First Amendment (ii) affirms that represent five percent (5%) or more the definition in of the Total Asset Value, then Borrower shall cause such Subsidiary to join Existing Loan Agreement which are incorporated by reference into the Guaranty include the modifications set forth in the Subsidiary First Amendment, and the Guaranty is hereby amended, modified, and supplemented to incorporate such definitions set forth in the First Amendment, where applicable; (iii) restates, ratifies, reaffirms, and remake all terms, provisions, liabilities and obligations of the Guarantor under the terms of the Guaranty as of the date hereof, to and for the benefit of Lender, after giving effect to the First Amendment, as if the terms of the Guaranty were set forth in their entirety herein; (iv) hereby remakes as of the date hereof all representations and warranties set forth in the Guaranty, as if fully set forth herein; and (v) represents, warrants, and affirms that the Guaranty was on the date of the Closing Date and continues to be on the date hereof, the valid and binding obligations of the Guarantor enforceable in accordance with their respective terms. To further induce Lender to enter into the First Amendment, and to make the loans evidenced by the Loan Agreement, Guarantor hereby represents and warrants to Lender that it possesses no claims, defenses, offsets, recoupment, or counterclaims of any kind or nature against Lender, or arising out of, or with respect to any of the Loan Documents, or the enforcement thereof (collectively, the “Claims”), nor does Guarantor have any knowledge of any facts that would or might give rise to any Claims. If facts now exist which would or could give rise to any Claim against Lender or arising out of or with respect to the Existing Loan Agreement and any of the Loan Documents, as amended by the amendments thereto, or the enforcement thereof, Guarantor hereby unconditionally, irrevocably, and unequivocally waives and fully releases any and all such Claims as if such Claims were the subject of a lawsuit, adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice. Delivery of an executed counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation. Any party delivering an executed counterpart of this Reaffirmation of Guaranty (“Reaffirmation”) by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Reaffirmation, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation. The delivery by Borrower foregoing shall apply to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessother Loan Document mutatis mutandis.

Subsidiary Guaranty. (a) The Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries Wholly-Owned Subsidiary of Borrower other than Excluded Subsidiaries, to execute and deliver to which satisfies either of the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) following applicable conditions to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Recourse Indebtedness (other than intercompany Indebtedness) of another Person, in each case, in excess of $35,000,000 in the aggregate (without duplication), or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary of the Borrower that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness (other than intercompany Indebtedness) in excess of $35,000,000 in the aggregate (without duplication); provided, however, that the exclusion for Recourse Indebtedness in an amount of less than $35,000,000 set forth in clauses (x) and (y) of this Section 6.26(a) shall not become effective until such time as all other Recourse Indebtedness of the Borrower that includes a subsidiary guarantee requirement includes a corresponding exclusion for Recourse Indebtedness of less than $35,000,000 or a greater threshold. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty. ), the Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower delivered to the Administrative Agent the organizational documents, certificates of good standing and resolutions (and, if requested by the Administrative Agent a legal opinion) regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1(ii). At the time any such joinder Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed a representation to make to the Administrative Agent and warranty by Borrower that each the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan Documents to the extent they apply to such Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuarantor.

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23Exhibit C, which includes the owners of each Unencumbered Property, along with all other current subsidiaries of Borrower other than the Borrower, excluding only the Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) concurrently with the delivery of each compliance certificate required to be delivered pursuant to Section 6.1(d), with respect to each Subsidiary which (x) is hereafter acquired or formed (other than Excluded Subsidiaries) during the most recent fiscal quarter period covered by such compliance certificate or (y) was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary but shall subsequently not be precluded from doing so during such most recent fiscal quarter and (ii) within five (5) Business Days after the date any Subsidiary has any Recourse Indebtedness or Guarantee Obligations with respect to the Term Loan Agreement, the Borrower shall cause each such Subsidiary to execute and - 95 - US_ACTIVEActive\121281000\V-110 deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty; it being understood and agreed, for purposes of clarity, that nothing in this sentence shall permit the treatment of any Eligible Unencumbered Property as an Unencumbered Property, or the inclusion of the value attributable to such Eligible Unencumbered Property in Unencumbered Pool Value, until such a joinder to the Subsidiary Guaranty has been so executed and delivered to the Administrative Agent by the Subsidiary owning such Eligible Unencumbered Property. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms case of any applicable Secured Indebtedness and Subsidiary which is the owner of an Unencumbered Property, shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join be in good standing in the Subsidiary Guarantystate in which such Property is located. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications in the case of a Subsidiary which is the owner of an Unencumbered Property, is in good standing in the state in which such Property is located. From time to time Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter time as may be agreed by the Administrative Agent), that a Subsidiary Guarantor be released from the Subsidiary Guaranty, which release (the “Release”) shall be effected by the Administrative Agent if all of the following conditions are satisfied as of the date of such Release: (a) Borrower shall have delivered a compliance certificate showing pro forma compliance with the covenants set forth in herein after giving effect to such Release; (b) Substantially concurrently with the Release, such Subsidiary Guarantor shall have no outstanding Recourse Indebtedness or Guarantee Obligations in respect of the Term Loan Agreement; and (c) If after giving effect to such Release the resulting reduction in the Unencumbered Pool Value and Unencumbered Pool NOI would cause a breach of either Section 6.17(e) or Section 6.17(f), Borrower shall have repaid such Advances, if any, as may be required to conduct its businessreduce the outstanding Advances to the maximum amount of Advances that can be outstanding without creating such a breach of Section 6.17(e) or Section 6.17(f). In connection with a Release, Xxxxxxxx shall deliver to the Administrative Agent a certificate from Xxxxxxxx’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a), (b) and (c). Notwithstanding the foregoing, the Administrative Agent shall not be obligated to release any such Subsidiary from the Subsidiary Guaranty if (i) such Subsidiary owns any Unencumbered Properties that are not being so released from such status or (ii) a Default or Unmatured Default has occurred and is then continuing. In addition, effective asupon on the earlier of (i) the date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, or (ii) the date on which Borrower shall consummate a Private - 96 - US_ACTIVEActive\121281000\V-110 Placement Facility in the amount of not less than One Hundred Million Dollars ($100,000,000.00), Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent, the release of all Subsidiary Guarantors from the Subsidiary Guaranty other than those which have outstanding Recourse Indebtedness or Guarantee Obligations (other than the Subsidiary Guaranty), which release shall be effected by the Administrative Agent so long as no Default or Unmatured Default shall have occurred and be then continuing and in the case of a release requested in connection with a Private Placement Facility, such release shall be effective simultaneous with the closing of such Private Placement Facility. Administrative Agent is authorized by the Lenders and xxxxxx agrees to execute any reasonable documentation requested by Borrower to evidence such release. 6.22.

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23Each Guarantor, which includes all current subsidiaries of Borrower other than Subsidiaries that are Excluded Subsidiaries, severally, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under this Article VIII being the “Guaranty”) the punctual payment when due, whether at scheduled maturity or at a date fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations (excluding all Excluded Swap Obligations) of each of the other Loan Parties and each Specified Hedge Agreement Subsidiaries now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”; provided, that, endorsements of negotiable instruments for deposit or collection in the ordinary course of business are not Guaranteed Obligations for purposes of the foregoing Section 8.01), and agrees to execute pay any and deliver all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any of the other Secured Parties solely in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Xxxx Revolving Credit and Guaranty Agreement amounts that constitute part of the Guaranteed Obligations and would be owed by any of the other Loan Parties or any Specified Hedge Agreement Subsidiary to the Administrative Agent or any of the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired other Secured Parties under or formed (other than Excluded Subsidiaries) to execute and deliver in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the Administrative Agent existence of a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) bankruptcy, reorganization or more of the Total Asset Value, then Borrower shall cause similar proceeding involving such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessother Loan Party.

Subsidiary Guaranty. (a) (a) The Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries Wholly-Owned Subsidiary of Borrower other than Excluded Subsidiaries, to execute and deliver to which satisfies either of the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) following applicable conditions to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Recourse Indebtedness of another Person or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary of the Borrower that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty. ), the Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower delivered to the Administrative Agent the organizational documents, certificates of good standing, and resolutions (and, if requested by the Administrative Agent a legal opinion) regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1(ii). At the time any such joinder Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed a representation to make to the Administrative Agent and warranty by Borrower that each the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan Documents to the extent they apply to such Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuarantor.

Subsidiary Guaranty. Obligations hereunder shall at all times be guaranteed by Xxxxxx Xxxxxxx USA Corporation, Xxxxxx Xxxxxxx Energy International, Inc. and Xxxxxx Xxxxxxx Energy Corporation by the execution and delivery of this Agreement by such Subsidiaries. If at the end of any fiscal quarter of the Borrower, (i) the unconsolidated assets of the Borrower plus the assets of the Guarantors constitute less than 90% of the consolidated domestic total assets of the Borrower and its consolidated Subsidiaries or (ii) the unconsolidated net income for such fiscal quarter of the Borrower plus the net income for such fiscal quarter of the Guarantors constitute less than 90% of the consolidated domestic net income of the Borrower and its consolidated Subsidiaries for such quarter, then the Borrower shall cause each of its existing designate (x) one or more Material Domestic Subsidiaries listed on Schedule 6.23and (y) to the extent the designation provided in clause (x) does not make up the short-fall in clause (i) or (ii) above, which includes all current subsidiaries of Borrower one or more other than Excluded domestic Subsidiaries, to execute so that assets and net income of such one or more Material Domestic Subsidiaries and such one or more other domestic Subsidiaries, together with such item of the existing Guarantors, constitute 90% of the consolidated domestic total assets and net income, respectively of the Borrower and its consolidated Subsidiaries. The Borrower shall deliver to the Administrative Agent Agent, together with the Subsidiary Guaranty. Quarterly Compliance Certificate required under Section 5.01(c), a schedule setting forth the assets and net income of each Guarantor and the consolidated domestic assets and the consolidated domestic net income of the Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded and its consolidated Subsidiaries) to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Material Domestic Subsidiary that was not or any other domestic Subsidiary is required to join in become a Guarantor, unless the Subsidiary Guaranty because it was an Excluded Subsidiary as of Required Lenders otherwise agree, the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent Borrower shall, promptly (5%i) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join execute a Subsidiary Guaranty Agreement, (ii) cause such Subsidiary to deliver documentation similar to that described in Sections 4.01(b) and (d) relating to the Subsidiary Guaranty. The authorization for, execution and delivery by Borrower of, and validity of such Subsidiary's obligations as a Guarantor under the Guaranty in form and substance satisfactory to the Administrative Agent Agent. Except as otherwise required or permitted by the Indenture, the Guarantors' obligations under the Guaranty shall at all times be secured by the pledge of any such joinder the "Collateral" (as defined in the Pledge Agreement) pursuant to the Pledge Agreement. Without limiting the restrictions set forth in Section 6.07, a merger of a Guarantor into the Borrower or into another Guarantor shall be deemed not constitute a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute violation of this Section 5.15 so long as the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is of the surviving entity, in good standing the case of a merger into another Guarantor, remains in its state of organization and has obtained any necessary foreign qualifications required to conduct its businesseffect.

Subsidiary Guaranty. (a) The Borrower shall cause each of its existing Subsidiaries listed on Schedule 6.23, which includes all current subsidiaries Wholly-Owned Subsidiary of Borrower other than Excluded Subsidiaries, to execute and deliver to which satisfies either of the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) following applicable conditions to execute and deliver to the Administrative Agent a joinder in to the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Recourse Indebtedness (other than intercompany Indebtedness) of another Person, in each case, in excess of $35,000,000 in the aggregate (without duplication) or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary of the Borrower that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness (other than intercompany Indebtedness) in excess of $35,000,000 in the aggregate (without duplication); provided, however, that the exclusion for Recourse Indebtedness in an amount of less than $35,000,000 set forth in clauses (x) and (y) of this Section 6.26(a) shall not become effective until such time as all other Recourse Indebtedness of the Borrower that includes a subsidiary guarantee requirement includes a corresponding exclusion for Recourse Indebtedness of less than $35,000,000 or a greater threshold. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty. ), the Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower delivered to the Administrative Agent the organizational documents, certificates of good standing and resolutions (and, if requested by the Administrative Agent a legal opinion) regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1(ii). At the time any such joinder Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed a representation to make to the Administrative Agent and warranty by Borrower that each the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan Documents to the extent they apply to such Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuarantor.

Subsidiary Guaranty. Borrower shall It will cause each of its existing Subsidiaries listed on Schedule 6.23that guarantees any Covered Material Indebtedness of the MLP or any Subsidiary of the MLP (including, which includes all current subsidiaries of Borrower other than Excluded Subsidiarieswithout limitation, any debt issued pursuant to the Indenture), to execute guarantee the Borrower Obligations, by executing and deliver delivering to the Administrative Agent Agent, for the benefit of the Lenders, on or prior to the Effective Date with respect to any Subsidiary that guarantees any such Covered Material Indebtedness as of the Effective Date, and thereafter, within five (5) Business Days after any Subsidiary guarantees any such Covered Material Indebtedness (a) a Subsidiary Guaranty (or a supplement thereto as may be requested by the Administrative Agent) and (b) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. For the avoidance of doubt, if at any time any Subsidiary referenced above does not guarantee any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Indenture) or any such Subsidiary is to be released from such guarantee of such Covered Material Indebtedness immediately following such Subsidiary’s release from the Subsidiary Guaranty. Borrower , then such Subsidiary shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in be released from the Subsidiary Guaranty in the form accordance with Section 6.15 of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower ; provided that if such Subsidiary is not released from such guarantee of such Covered Material Indebtedness within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall immediately become a party to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuaranty.”

Subsidiary Guaranty. Borrower THIS SUBSIDIARY GUARANTY (“Subsidiary Guaranty”) is made as of May 11, 2007, by and between the entity signatory hereto (the “Subsidiary Guarantor”) and TD Banknorth, N.A., a national banking association with a principal place of business at 00 Xxxx Xxxxxx, Xxxxxxx, XX 00000 (“Banknorth” or the “Lender”). Capitalized terms used but not defined herein shall cause each have the meanings ascribed in the Credit Agreement. For good and valuable consideration, the receipt and sufficiency of its existing Subsidiaries listed on Schedule 6.23which are acknowledged, which includes and to induce the Lender to enter into the Credit Agreement and to continue to extend credit thereunder, the undersigned unconditionally guaranties, in accordance with the terms hereof and without any prior written notice, jointly and severally with all current subsidiaries other Subsidiary Guarantors, that (a) AMI, OMPI and Rainier (the “Borrowers”) will duly and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Lender’s main office or at the branch of Borrower other than Excluded Subsidiariesthe Lender where this Guaranty is given, to execute and deliver all of the Obligations (as defined herein) of the Borrowers to the Administrative Agent Lender, now or hereafter owing or incurred (including without limitation costs and expenses incurred by the Subsidiary Guaranty. Borrower shall cause each Subsidiary Lender in attempting to collect or enforce any of the foregoing) which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver are chargeable to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so Borrowers either by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by law or under the terms of the Lender’s arrangements with the Borrowers accrued in each case to the date of payment hereunder; and (b) if there is an agreement or instrument evidencing or executed and delivered in connection with any applicable Secured Indebtedness Obligation, the Borrowers will perform in all other respects strictly in accordance with the terms thereof. This Subsidiary Guaranty is an absolute, unconditional and shall have assets that represent five percent (5%) or more continuing guaranty of the Total Asset Value, then Borrower shall cause such Subsidiary to join in full and punctual payment and performance by the Subsidiary Guaranty. The delivery by Borrower to Borrowers of the Administrative Agent Obligations and not of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents their collectibility only and is in good standing no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Borrower or any other party primarily or secondarily liable with respect thereto or resort to any security or other means of obtaining payment of any of the Obligations which the Lender now has or may acquire after the date hereof, or upon any other contingency whatsoever. The Subsidiary Guarantor further agrees and not as a guarantor only, to pay to the Lender forthwith upon demand, in its state funds immediately available to the Lender, all reasonable costs and expenses (including court costs and legal expenses) incurred or expended by the Lender in connection with this Subsidiary Guaranty and the enforcement hereof, together with interest on amounts recoverable under this Subsidiary Guaranty from the time such amounts become due until payment at the usual rate charged by the Lender in similar circumstances. The liability of organization and has obtained any necessary foreign qualifications required to conduct its businessthe Subsidiary Guarantor hereunder shall be unlimited in amount.

Subsidiary Guaranty. Borrower shall It will cause each of its existing Subsidiaries listed on Schedule 6.23that incurs as primary obligor any Covered Materials Indebtedness or guarantees any Covered Material Indebtedness of the MLP or any Subsidiary of the MLP (including, which includes all current subsidiaries of Borrower other than Excluded Subsidiarieswithout limitation, any debt issued pursuant to the Indenture), to execute guarantee the Borrower Obligations, by executing and deliver delivering to the Administrative Agent Agent, for the benefit of the Lenders, on or prior to the Effective Date with respect to any Subsidiary that guarantees or incurs as primary obligor any such Covered Material Indebtedness as of the Effective Date, and thereafter, within five (5) Business Days after any Subsidiary guarantees or incurs as primary obligor any such Covered Material Indebtedness, (a) a Subsidiary Guaranty (or a supplement thereto as may be requested by the Administrative Agent) and (b) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. For the avoidance of doubt, if at any time any Subsidiary referenced above neither incurs as primary obligor nor guarantees any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Indenture) or any such Subsidiary is to be released from such guarantee of, or obligations as primary obligor with respect to, such Covered Material Indebtedness immediately following such Subsidiary’s release from the Subsidiary Guaranty. Borrower , then such Subsidiary shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in be released from the Subsidiary Guaranty in the form accordance with Section 6.15 of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness and shall have assets that represent five percent (5%) or more of the Total Asset Value, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower ; provided that if such Subsidiary is not released from such guarantee of, or obligations as primary obligor with respect to, such Covered Material Indebtedness within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall immediately become a party to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its businessGuaranty.

Subsidiary Guaranty. Borrower shall cause each The Subsidiary hereby (a) acknowledges, agrees and confirms that, by its execution of its existing Subsidiaries listed on Schedule 6.23this Agreement, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute the Subsidiary is a Material Subsidiary and deliver (i) to the Administrative Agent extent it is a Foreign Subsidiary will be deemed to be a party to the Foreign Subsidiary Guaranty and a “Guarantor” (as such term is defined in the Foreign Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute for all purposes of the Credit Agreement and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Foreign Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization , and shall have obtained any necessary foreign qualifications required all of the obligations of a Guarantor thereunder as if it had executed the Foreign Subsidiary Guaranty, and (ii) to conduct its business. If the extent it is a Domestic Subsidiary that was not required will be deemed a party to join the Domestic Subsidiary Guaranty and a “Guarantor” (as such term is defined in the Domestic Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so by the terms of any applicable Secured Indebtedness Guaranty) and shall have assets that represent five percent all the obligations thereunder as if it had executed the Domestic Subsidiary Form of Joinder Agreement Guaranty, (5%b) or more jointly and severally together with the other Guarantors thereunder, guarantees to each Lender Party (as defined in the applicable Subsidiary Guaranty) and the Administrative Agent, as provided in the applicable Subsidiary Guaranty, the prompt payment and performance of the Total Asset Value, then Borrower shall cause such Subsidiary to join Guaranteed Obligations (as defined in the applicable Subsidiary Guaranty. The delivery ) in full when due (whether at stated maturity, as a mandatory prepayment, by Borrower to acceleration or otherwise) strictly in accordance with the Administrative Agent of any such joinder shall be deemed a terms thereof, and (c) makes each representation and warranty by Borrower that each Subsidiary which Borrower caused to execute set forth in Article III of the applicable Subsidiary Guaranty has been fully authorized as to do so itself to the same extent as each other Guarantor thereunder and hereby agrees to be bound as a Guarantor by its supporting organizational all of the terms and authority documents and is in good standing in its state provisions of organization and has obtained any necessary foreign qualifications required the applicable Subsidiary Guaranty to conduct its businessthe same extent as all other Guarantors thereunder.