Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. (a) If at any time on Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer acquisition or co-issuer of, formation of any Restricted Subsidiary (other than an Excluded Subsidiary) or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of date on which any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only Excluded Subsidiary ceases to the extent that, in each case, such Subsidiary is not be an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilitiesSubsidiary, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person Restricted Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Supplement to the Guaranty Agreement substantially in the form of Exhibit A attached thereto or such other documents as the Administrative Agent shall reasonably request for such purpose and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent Organization Documents, resolutions and customary opinions of counsel all in form, content and scope consistent with such other customary documentation reasonably requested documents delivered by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered Borrower on the Closing Date, if applicable). (b) At If any time after Subsidiary (including, to the Closing Dateextent permitted by applicable Law, Parent any Excluded Subsidiary or any other Subsidiary with respect to which the Administrative Agent and the Borrower reasonably agree that the burden or cost of such Person providing the Guaranty shall outweigh the benefits to be obtained by the Lenders therefrom) that is not a Guarantor provides a Guarantee in respect of any Additional Indebtedness issued by a Loan Party, cause such Subsidiary to, concurrently with providing such Guarantee in respect of such Additional Indebtedness (or at such later date that the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any in its sole discretion), (i) become a Guarantor hereunder by executing and delivering to the Administrative Agent a Supplement to the Guaranty Agreement substantially in the form of Exhibit A attached thereto or such Guarantor other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and (ii) upon the request of the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent such customary documentation reasonably requested by the Administrative Agent includingOrganization Documents, without limitation, resolutions and favorable opinions of counsel counsel, all in form, content and scope reasonably satisfactory to such Subsidiary or Parentthe Administrative Agent.

Covenant to Guarantee Obligations. (a) If (x) any direct or indirect Subsidiary of Springleaf provides a Guarantee of any Indebtedness of Springleaf represented by securities or (y) any Subsidiary of Springleaf (other than an Excluded Subsidiary) shall be formed or established that conducts or services “branch” Eligible Loan Receivables which are originated in the United States, then Springleaf shall, at any time on or after the Closing Date, Springleaf’s expense: (i) any promptly cause such Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) to duly execute and (y), but only deliver to the extent thatAdministrative Agent an executed joinder agreement to this Agreement in the capacity as a Subsidiary Guarantor, and if such Subsidiary pledges Eligible Loan Receivables, to an Intercompany Secured Loan Agreement and the Intercompany Security Documents, in each case, such Subsidiary is not an Excluded Person or in form and substance reasonably satisfactory to the Administrative Agent; and (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 within 15 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or after such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agentactivity, deliver to the Administrative Agent, upon the request of the Required Lenders, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clause (i) above, and as to such other customary documentation reasonably requested by matters as the Administrative Agent, which in any event will not require Agent may reasonably request (but consistent with the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel legal opinions substantially similar in scope to those delivered on the Closing Date, if applicableRestatement Effective Date pursuant to Section 4.01(a)(vii)). (b) At any time after upon request of the Closing DateAdministrative Agent, Parent promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may agree reasonably deem necessary or desirable and that the Loan Parties are commercially able to do in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties and pledge agreements. (c) Notwithstanding any other provision of this Agreement (x) at all times SLF CashCo shall be a Subsidiary Guarantor and (y) no Subsidiary of Parent may guarantee Springleaf listed on Schedule 1.01(c) shall be required to grant Guarantees of the obligations Obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to Borrower unless such Subsidiary becomes a Qualifying Subsidiary Guarantor. (d) Notwithstanding the foregoing, no Foreign Subsidiary shall be a Subsidiary Guarantor or Parentotherwise be subject to this Section 6.10.

Covenant to Guarantee Obligations. Within forty-five (a45) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period of time as is agreed to by the Administrative Agent shall agreein its sole discretion) after the acquisition or formation of any Subsidiary (other than an Excluded Subsidiary), or the designation by the Borrower in its sole discretion of a Foreign Subsidiary to become a Designated Foreign Subsidiary Guarantor or an Immaterial Subsidiary as not being an Excluded Subsidiary, (a) following (A) cause such Person to become a Guarantor hereunder by way of execution of a Joinder Agreement or, in the case of clause (i)(z) abovea Designated Foreign Subsidiary Guarantor, a written request from such other documentation as may be reasonably requested by the Administrative Agent therefor and (B) otherwise, for such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, Foreign Subsidiary to cause such Person to (i) become a Guarantor by executing Guarantor, all such documentation to be in form and delivering substance reasonably satisfactory to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, and (b) provide all other documentation and other information reasonably requested by the Administrative Agent or (through the Administrative Agent) any Lender to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, all in form, content and scope reasonably satisfactory to the Administrative Agent. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and (e) and Section 6.13 and favorable opinions of counsel to such Person (which should cover, among other things, the legality, binding effect and enforceability) and, with respect to any Designated Foreign Subsidiary Guarantor, the Loan Parties shall deliver such other customary documentation and deliverables, and take such other actions, as reasonably requested by the Administrative Agent, which in any event will not require each case, as are customary in the delivery applicable jurisdiction in connection with the making of any documentation other than those that are substantially similar a Guarantee or granting of a security interest by a Person in such jurisdiction, all in form, content and scope reasonably satisfactory to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable)Administrative Agent. (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) Upon any Subsidiary is of the Borrower (other than any CFC or becomes (x) the issuer or coBroker-issuer of, or borrower or guarantor under, any series of U.S. debt securities Dealer Subsidiary or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity Subsidiary of a CFC or Broker-Dealer Subsidiary) becoming a Significant Subsidiary after the Effective Date (whether as a result of the Company that holds formation or acquisition of any material assets (other than the Equity Interests of the Company new direct or a parent entity of the Company) or owes indirect Significant Subsidiaries by any material liabilities, whether by formation, acquisition, redomiciliation Credit Party or otherwise), Parent shall, then in each case at Parentthe Borrower’s expense, as soon as reasonably practicable (expense and in no event more than 30 days within the time period specified below (or such longer time period as the Administrative Agent shall may agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to ): (i) become within 60 days after such Subsidiary becoming a Guarantor by executing Significant Subsidiary after the Effective Date, cause each such Subsidiary, and delivering cause each direct and indirect parent of such Subsidiary (if it has not already done so and provided such parent is not a CFC or a Broker-Dealer Subsidiary or any direct or indirect Subsidiary of a CFC or Broker-Dealer Subsidiary), to duly execute and deliver to the Administrative Agent a Joinder Agreement guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Guaranteed Obligations, (ii) upon within 60 days after such Subsidiary becoming a Significant Subsidiary after the reasonable request of the Administrative AgentEffective Date, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, (A) a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Lenders, of counsel for such Subsidiary (and if applicable, its direct and indirect parents) acceptable to the Administrative Agent (which counsel may be in-house counsel) as to (i) such guaranties and guaranty supplements being legal, valid and binding obligations of each Subsidiary party thereto enforceable in accordance with their terms, and (ii) such other customary documentation matters as the Administrative Agent may reasonably request, and (B) such documents and certificates relating to the organization, existence and good standing of such Subsidiary as shall be reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (biii) At at any time after the Closing Dateand from time to time, Parent cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so and provided such parent is not a CFC or a Broker-Dealer Subsidiary or any direct or indirect Subsidiary of a CFC or Broker-Dealer Subsidiary), to promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may agree that any Subsidiary reasonably deem necessary or desirable in obtaining the full benefits of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor guaranties and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parentassignments.

Covenant to Guarantee Obligations. (a) If at any time on or after Upon the Closing Date, (i) any Subsidiary is formation or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor acquisition of any series of debt securities new direct or indirect Material Domestic Subsidiary by any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person Loan Party or (ii) if a Subsidiary of any Person is or Loan Party becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shallMaterial Domestic Subsidiary, at Parentthe Borrower’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following : (A) within 10 Business Days after such formation or acquisition or in the case of clause (i)(zii) above, within 10 days after the delivery of the financial statements required by Section 5.01(d) for the fiscal quarter during which such Subsidiary becomes a written request from the Administrative Agent therefor Material Domestic Subsidiary, cause each such Material Domestic Subsidiary to duly execute and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement supplement to the Guarantee, in form and (ii) upon the reasonable request of substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents (each a “Guarantee Supplement”); (B) within 60 days after such request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Banks, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to (1) such Guarantee Supplement being the legal, valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (2) such other customary documentation matters as the Administrative Agent may reasonably requested request; and (C) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each such additional Subsidiary Guarantor to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each such additional Subsidiary Guarantor to take, all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of the Guarantee. In addition, the Borrower (i) shall comply with the requirements set forth in the definition of “Subsidiary Guarantor” and (ii) may cause any other Subsidiary to become a Subsidiary Guarantor by delivering a Guarantee Supplement to the Guarantee and within 60 days thereafter, deliver to the Administrative Agent, which upon the request of the Administrative Agent in any event will not require the delivery its sole discretion, a signed copy of any documentation other than those that are substantially similar a favorable opinion, addressed to the applicable documents delivered under Sections 3.01(d)Administrative Agent and the Banks, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to (e)A) such Guarantee Supplement being the legal, (g) valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (hB) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and such other matters as the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parentrequest.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) On any date after the Effective Date that any Domestic Subsidiary is or becomes incurs any Debt of the types described in clause (xg) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (zh) of the issuer or co-issuer ofdefinition of “Debt” in respect of Guaranteed Debt (as defined in the definition of “Debt”) for borrowed money of the Company having an outstanding principal amount of more than $100,000,000, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) on any Person is or becomes date after the Effective Date following a direct or indirect parent entity of written request by the Company that holds any material assets (other than to the Equity Interests of Agent stating the Company’s intention to add a Guarantor hereunder, then the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s its own expense, as soon as reasonably practicable : (A) promptly and in no any event more than 30 days within 10 Business Days after such incurrence, cause each such Domestic Subsidiary to duly execute and deliver to the Agent a guaranty, in form and substance reasonably satisfactory to the Agent, guaranteeing the obligations of the Borrowers under this Agreement and the Notes (or such longer period as the Administrative Agent shall agree)) following (Ax) in the case of clause (i)(zi) above, to the same extent as such Domestic Subsidiary guarantees such Guaranteed Debt for borrowed money of the Company, or (y) in the case of clause (ii) above, pursuant to a written request from guaranty that is substantially similar to Article VII hereof and in form and substance reasonably satisfactory to the Administrative Agent therefor and Agent; and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative AgentAgent in its sole discretion, deliver to the Administrative Agent within 30 days after such other customary documentation request a signed copy of a favorable opinion, addressed to the Agent and the Lenders, of counsel for such Domestic Subsidiary reasonably requested acceptable to the Agent as to such guaranties, guaranty supplements, being legal, valid and binding obligations of each Domestic Subsidiary party thereto enforceable in accordance with their terms. provided, however, that any guaranty by a Domestic Subsidiary shall be terminated upon the request of the Company delivered to the Agent, provided that any guaranty delivered in accordance with Section 5.01(j)(i) shall be terminated only upon delivery by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar Company to the applicable documents delivered under Sections 3.01(d), Agent of evidence of (e), (gx) the payment in full and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary satisfaction of Parent may guarantee all of the obligations relating to the Guaranteed Debt for borrowed money of any Guarantor hereunder the Company that caused the incurrence of Debt by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Domestic Subsidiary or Parent(y) the release and discharge in full of the guaranty in respect of such Guaranteed Debt.

Covenant to Guarantee Obligations. If any Subsidiary of the Borrower becomes (and remains) a guarantor with respect to any Debt of the type described in clause (a) If at any time on or after of the Closing Datedefinition thereof of the Borrower with an aggregate principal amount outstanding in excess of $100,000,000, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, then in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of case at the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at ParentBorrower’s expense, as soon as reasonably practicable (and in no event more than 30 within 60 days after such Subsidiary becoming a guarantor with respect to such Debt (or such longer time period as the Administrative Agent shall may agree)) following , cause each such Subsidiary (A) in the case of such capacity and after complying with this clause (i)(z) aboveh), a written request from the Administrative Agent therefor and (B“Guarantor”) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing duly execute and delivering deliver to the Administrative Agent a Joinder Agreement guaranty supplement substantially in the form of Exhibit G attached hereto (a “Guaranty Supplement”) which guarantee shall be on at least a pari passu basis with the guarantee of such other Debt and (ii) deliver to the Administrative Agent, upon the reasonable request of the Administrative AgentAgent in its sole discretion, deliver (A) a signed copy of a customary opinion, addressed to the Administrative Agent and the other Lenders, of counsel for such Guarantor and reasonably acceptable to the Administrative Agent (which counsel may be in-house counsel) as to (I) the Guaranty and such Guaranty Supplement being legal, valid and binding obligations of each Guarantor party thereto enforceable in accordance with their terms (subject to customary exceptions, including for bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law), and (II) such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and matters as the Administrative Agent may agree that any Subsidiary reasonably request, and (B) such documents and certificates relating to the organization, existence and good standing, if applicable, of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation as shall be reasonably requested by the Administrative Agent including(it being understood, without limitationin the case of clauses (A) and (B), favorable opinions of counsel that (x) the Administrative Agent shall in no event be entitled to request opinions, certificates or documents pursuant to such Subsidiary clauses that are more burdensome to the Borrower or Parentany of its Subsidiaries than the opinions, documents and certificates delivered by the Borrower pursuant to Section 4.01(b) and (c) on the Effective Date (the “Borrower Closing Deliverables”) and (y) in the event that a Guarantor delivers opinions, documents and certificates relating to it that are substantially consistent with the Borrower Closing Deliverables, then it shall be deemed to have satisfied its obligations pursuant to clause (ii) of this sentence).

Covenant to Guarantee Obligations. (a) If at any time on or after Notify the Closing Date, (i) any Subsidiary is or becomes (x) Administrative Agent concurrently with the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor delivery of any series Compliance Certificate delivered hereunder whether the Loan Party Threshold is satisfied (each such date of debt securities or any syndicated credit facilities of Parent or (z) notice, the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y“Notice Date”), but only and promptly thereafter (and in any event within thirty (30) days after such delivery, as such time period may be extended by the Administrative Agent in its sole discretion), if and to the extent thatnecessary to satisfy the Loan Party Threshold as of such Notice Date, in each case, such Subsidiary is not an Excluded Person cause one or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, coNon-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, Guarantor Subsidiaries to cause such Person to (i) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a Joinder duly executed Subsidiary Guaranty Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver or a joinder to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents a previously delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing DateSubsidiary Guaranty Agreement, if applicableappropriate). (b) At If other than pursuant to subsection (a) above, a Non-Guarantor Subsidiary becomes a Subsidiary Guarantor and delivers any time after of the Closing Datedocumentation referenced in such subsections, Parent concurrently with the delivery of such documentation, the Company will cause such Non-Guarantor Subsidiary to deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (vi) of Section 4.01(a) and, unless waived by the Administrative Agent, opinions of counsel and local counsel, addressed to the Administrative Agent and each Lender, as to the matters concerning each Loan Party and the Loan Documents to which it is a party as the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering reasonably request, which such opinions shall be in form and substance, including as to such Guarantor exceptions and qualifications, reasonably acceptable to the Administrative Agent such customary documentation Agent, all in form, content and scope reasonably requested by satisfactory to the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or ParentAgent.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, The Loan Parties will cause each of their Subsidiaries (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in clauses any event within thirty (x30) and (y), but only to the extent that, in each case, days after such Subsidiary is not an Excluded Person formed or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days acquired (or such longer period of time as agreed to by the Administrative Agent in its sole discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement or such other joinder documents as the Administrative Agent shall agreedeem appropriate for such purpose; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b), (c), (e) following and (f) and 6.13 and such other documents or agreements as the Administrative Agent may reasonably request. (b) Within thirty (30) days of the Eighth Amendment Effective Date (or such longer period of time as agreed to by the Administrative Agent in its sole discretion), the Loan Parties shall cause each of the 2023 JVs to become a Guarantor hereunder and provide (or cause to be provided) to the Administrative Agent the following, in each case in form and substance satisfactory to the Administrative Agent (along with any other documents as the Administrative Agent shall deem appropriate for such purpose): (i) a Joinder Agreement duly executed by each of the 2023 JVs, the Borrower and the Administrative Agent; (A) searches of UCC filings in the case jurisdiction of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower incorporation or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause of each of the 2023 JVs, (B) copies of the financing statements on file in such Person to jurisdictions and evidence that no Liens exist other than Permitted Liens, and (iC) become a Guarantor tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of in order to perfect the Administrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, deliver in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral with respect to each of the 2023 JVs; (iv) Pledged Equity with respect to each of the 2023 JVs (to the extent such Pledged Equity is certificated); and (v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the 2023 JVs, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent Agent’s and the Lenders’ security interest in the Collateral with respect to each of the 2023 JVs; (vi) an officer’s certificate dated as of the date hereof, executed by a Responsible Officer of each of the 2023 JVs, certifying as to the Organization Documents of each of the 2023 JVs (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such other customary documentation reasonably Governmental Authority), the resolutions of the governing body of each of the 2023 JVs, the good standing, existence or its equivalent of each of the 2023 JVs and of the incumbency (including specimen signatures) of the Responsible Officers of each of the 2023 JVs; and (vii) to the extent requested by the Administrative Agent, which in any event will not require an opinion or opinions of counsel for the delivery of any documentation other than those that are substantially similar Loan Parties, addressed to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by Lenders, with respect to the Administrative Agent including, without limitation, favorable opinions joinder of counsel to such Subsidiary or Parentthe 2023 JVs.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) On any date after the Effective Date that any Domestic Subsidiary is or becomes incurs any Debt of the types described in clause (xg) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (zh) of the issuer or co-issuer ofdefinition of “Debt” in respect of Guaranteed Debt (as defined in the definition of “Debt”) for borrowed money of the Company having an outstanding principal amount of more than $100,000,000, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) on any Person is or becomes date after the Effective Date following a direct or indirect parent entity of written request by the NYDOCS01/1357750.4 Company to the Agent stating the Company’s intention to add a Guarantor hereunder, then the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s its own expense, as soon as reasonably practicable : (A) promptly and in no any event more than 30 days within 10 Business Days after such incurrence, cause each such Domestic Subsidiary to duly execute and deliver to the Agent a guaranty, in form and substance reasonably satisfactory to the Agent, guaranteeing the obligations of the Borrowers under this Agreement and the Notes (or such longer period as the Administrative Agent shall agree)) following (Ax) in the case of clause (i)(zi) above, to the same extent as such Domestic Subsidiary guarantees such Guaranteed Debt for borrowed money of the Company, or (y) in the case of clause (ii) above, pursuant to a written request from guaranty that is substantially similar to Article VII hereof and in form and substance reasonably satisfactory to the Administrative Agent therefor and Agent; and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative AgentAgent in its sole discretion, deliver to the Administrative Agent within 30 days after such other customary documentation request a signed copy of a favorable opinion, addressed to the Agent and the Lenders, of counsel for such Domestic Subsidiary reasonably requested acceptable to the Agent as to such guaranties, guaranty supplements, being legal, valid and binding obligations of each Domestic Subsidiary party thereto enforceable in accordance with their terms. provided, however, that any guaranty by a Domestic Subsidiary shall be terminated upon the request of the Company delivered to the Agent, provided that any guaranty delivered in accordance with Section 5.01(j)(i) shall be terminated only upon delivery by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar Company to the applicable documents delivered under Sections 3.01(d), Agent of evidence of (e), (gx) the payment in full and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary satisfaction of Parent may guarantee all of the obligations relating to the Guaranteed Debt for borrowed money of any Guarantor hereunder the Company that caused the incurrence of Debt by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Domestic Subsidiary or Parent(y) the release and discharge in full of the guaranty in respect of such Guaranteed Debt.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes Upon (x) the issuer request of any Co-Administrative Agent following the occurrence and during the continuance of a Default or co-issuer of, or borrower or guarantor under, any series Event of U.S. debt securities or any U.S. syndicated credit facilityDefault, (y) the guarantor formation or acquisition of any series of debt securities new direct or indirect Domestic Subsidiary by any syndicated credit facilities of Parent Loan Party that is a Material Subsidiary or (z) any existing direct or indirect Domestic Subsidiary of any Loan Party becoming a Material Subsidiary (for purposes of this clause (z) as determined by the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (xfinancial statements delivered pursuant to Section 7.01(a) and (yb)), but only to then the extent thatBorrower shall, in each casecase at the Borrower’s expense: (i) cause such Material Subsidiary (other than a special purpose entity established to facilitate a securitization or other financing of accounts receivable or other assets of any Loan Party otherwise permitted hereunder (each a “Receivables Subsidiary”) within 30 days after such request, formation or acquisition or becoming a Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary is (if it has not an Excluded Person or already done so), to duly execute and deliver to the Co-Administrative Agents a Joinder Agreement in substantially the same form as Exhibit F, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) any Person is within 60 days after such request, formation or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, becoming a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative AgentMaterial Subsidiary, deliver to the Co-Administrative Agent Agents, upon the request of the Co-Administrative Agents in their sole discretion, a signed copy of a favorable opinion, addressed to the Co-Administrative Agents and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Co-Administrative Agents relating to the matters described in clause (a) above, including any such other customary documentation reasonably requested by the Administrative AgentJoinder Agreement, which being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with its terms; provided, however, that, notwithstanding anything in any Loan Document to the contrary, in no event will not require the delivery of any documentation other than those that are substantially similar Foreign Subsidiary be required to the applicable documents delivered provide a Guaranty under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable)any Loan Document or Joinder Agreement. (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. (a) If at any time on or after After the Closing Effective Date, upon (i) any Subsidiary is the formation or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor acquisition of any series of debt securities or any syndicated credit facilities of Parent or Material Domestic Subsidiary (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person Subsidiary) that is a First Tier Domestic Subsidiary or a Second Tier Domestic Subsidiary, or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets Subsidiary (other than the Equity Interests of the Company an Excluded Subsidiary) becoming a Material Domestic Subsidiary that is either a First Tier Domestic Subsidiary or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shallSecond Tier Domestic Subsidiary, at Parent’s the Borrower's expense, as soon as reasonably practicable : (and in no event more than A) within 30 days (or such longer period of time as agreed to by the Administrative Agent shall agree)Agent) following (A) after such formation or acquisition or, in the case of clause (i)(zii) above, a written request from within 30 days (or such longer period of time as agreed to by the Administrative Agent therefor Agent) after the delivery of the financial statements required by Section 5.01(d) for the fiscal quarter during which such Subsidiary becomes a Material Domestic Subsidiary that is a First Tier Subsidiary or a Second Tier Subsidiary, cause each such Material Domestic Subsidiary to execute and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement supplement to the Guarantee, in form and (ii) upon the reasonable request of substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties' Obligations under the Loan Documents (each a "Guarantee Supplement"); (B) within 60 days (or such longer period of time as agreed to by the Administrative Agent) after such request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Banks, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to (1) such Guarantee Supplement being the legal, valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (2) such other customary documentation matters as the Administrative Agent may reasonably requested request; and (C) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each such additional Subsidiary Guarantor to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each such additional Subsidiary Guarantor to take, all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of the Guarantee. In addition, the Borrower (i) shall comply with the requirements set forth in the definition of "Subsidiary Guarantor" and (ii) may cause any other Subsidiary to become a Subsidiary Guarantor by delivering a Guarantee Supplement to the Guarantee and within 60 days (or such longer period of time as agreed to by the Administrative Agent) thereafter, which in any event will not require the delivery of any documentation other than those that are substantially similar deliver to the applicable documents delivered under Sections 3.01(d)Administrative Agent, upon the request of the Administrative Agent in its sole discretion, an opinion of counsel for the Loan Parties, addressed to the Administrative Agent and the Banks and reasonably acceptable to the Administrative Agent as to (e)A) such Guarantee Supplement being the legal, (g) valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (hB) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and such other matters as the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parentrequest.

Covenant to Guarantee Obligations. (a) If at Notify the Administrative Agent concurrently with the delivery of any time on or after the Closing Date, Compliance Certificate delivered hereunder (i) whether the Loan Party Threshold is satisfied and (ii) whether any Non-Guarantor Subsidiary is or becomes (x) the issuer or co-issuer ofa Material Subsidiary, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and promptly thereafter (yand in any event within thirty (30) days after such delivery, as such time period may be extended by the Administrative Agent in its sole discretion), but only if and to the extent thatnecessary to satisfy the Loan Party Threshold as of such notice date, cause one or more Non-Guarantor Subsidiaries to become a Subsidiary Guarantor and (y) and promptly thereafter (and in any event within ninety (90) days after such delivery, as such time period may be extended by the Administrative Agent in its sole discretion), cause each such Material Subsidiary to become a Subsidiary Guarantor, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder duly executed Subsidiary Guaranty Agreement (or a joinder to a previously delivered Subsidiary Guaranty Agreement, if appropriate). If a Non-Guarantor Subsidiary becomes a Subsidiary Guarantor pursuant to subsection (a) above or otherwise and (ii) upon the reasonable request delivers any of the Administrative Agentdocumentation referenced in such subsections, concurrently with the delivery of such documentation, the Company will cause such Non-Guarantor Subsidiary to deliver to the Administrative Agent such other customary documentation reasonably requested documents of the types referred to in clauses (iii), (iv) and (vi) of Section 4.01(a) and, unless waived by the Administrative Agent, which in any event will not require the delivery opinions of any documentation other than those that are substantially similar counsel and local counsel, addressed to the applicable documents delivered under Sections 3.01(d)Administrative Agent and each Lender, (e), (g) as to the matters concerning each Loan Party and (h) (and appropriate local counsel opinions substantially similar in scope the Loan Documents to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and which it is a party as the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering reasonably request, which such opinions shall be in form and substance, including as to such Guarantor exceptions and qualifications, reasonably acceptable to the Administrative Agent such customary documentation Agent, all in form, content and scope reasonably requested by satisfactory to the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or ParentAgent.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than Within 30 days (or such longer period later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent shall agree)Agent) following of any Subsidiary of Ultimate Parent (Aother than a Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) providing, after the Second Restatement Effective Date, a Guarantee of third party Indebtedness of Ultimate Parent or any of its Subsidiaries (including, after consummation of the Allergan Acquisition, third party indebtedness of the Allergan Acquired Business) in the case of clause an aggregate principal amount or commitment amount exceeding $350,000,000, (i)(za) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Guaranty and such Subsidiary Guarantor Counterpart and (iib) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by documents of the Administrative Agent, which types referred to in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g4.02(a)(iii) and (h4.02(f) (of the Original Credit Agreement and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (i) any Subsidiary that, on the Second Restatement Effective Date, is a borrower or a guarantor under the Actavis Term Loan Agreement or the Actavis Revolving Credit Agreement, unless such Subsidiary has provided a Guarantee of any other third party Indebtedness of Ultimate Parent or any Subsidiary in an aggregate principal amount or commitment amount exceeding $350,000,000), (ii) Actavis Capital, Actavis SCS or Actavis or (iii) any Foreign Subsidiary, if the provision of a Guaranty hereunder by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Parent. In the case of any Guaranty by a Subsidiary required under this Section, such Guaranty by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on such Guarantee).

Covenant to Guarantee Obligations. If any Subsidiary of the Borrower becomes (and remains) a guarantor with respect to any Debt of the type described in clause (a) If at any time on or after of the Closing Datedefinition thereof of the Borrower with an aggregate principal amount outstanding in excess of $100,000,000, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, then in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of case at the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at ParentBorrower’s expense, as soon as reasonably practicable (and in no event more than 30 within 60 days after such Subsidiary becoming a guarantor with respect to such Debt (or such longer time period as the Administrative Agent shall may agree)) following , cause each such Subsidiary (A) in the case of such capacity and after complying with this clause (i)(zh), aan “Additional Guarantor”) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing duly execute and delivering deliver to the Administrative Agent a Joinder Agreement guaranty supplement substantially in the form of Exhibit G attached hereto (a “Guaranty Supplement”) which guarantee shall be on at least a pari passu basis with the guarantee of such other Debt and (ii) deliver to the Administrative Agent, upon the reasonable request of the Administrative AgentAgent in its sole discretion, deliver (A) a signed copy of a customary opinion, addressed to the Administrative Agent and the other Lenders, of counsel for such Guarantor and reasonably acceptable to the Administrative Agent (which counsel may be in-house counsel) as to (I) the Guaranty and such Guaranty Supplement being legal, valid and binding obligations of each Guarantor party thereto enforceable in accordance with their terms (subject to customary exceptions, including for bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law), and (II) such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and matters as the Administrative Agent may agree that any Subsidiary reasonably request, and (B) such documents and certificates relating to the organization, existence and good standing, if applicable, of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation as shall be reasonably requested by the Administrative Agent including(it being understood, without limitationin the case of clauses (A) and (B), favorable opinions of counsel that (x) the Administrative Agent shall in no event be entitled to request opinions, certificates or documents pursuant to such Subsidiary clauses that are more burdensome to the Borrower or Parentany of its Subsidiaries than the opinions, documents and certificates delivered by the Borrower pursuant to Section 4.01(b) and (c) on the Effective Date (the “Borrower Closing Deliverables”) and (y) in the event that a Guarantor delivers opinions, documents and certificates relating to it that are substantially consistent with the Borrower Closing Deliverables, then it shall be deemed to have satisfied its obligations pursuant to clause (ii) of this sentence).

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes Upon (x) the issuer request of the Administrative Agent following the occurrence and during the continuance of a Default or co-issuer of, or borrower or guarantor under, any series Event of U.S. debt securities or any U.S. syndicated credit facilityDefault, (y) the guarantor formation or acquisition of any series of debt securities new direct or indirect Domestic Subsidiary by any syndicated credit facilities of Parent Loan Party that is a Material Subsidiary or (z) any existing direct or indirect Domestic Subsidiary of any Loan Party becoming a Material Subsidiary (for purposes of this clause (z) as determined by the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (xfinancial statements delivered pursuant to Section 5.01(a) and (yb)), but only to then the extent thatBorrower shall, in each casecase at the Borrower’s expense: (i) cause such Material Subsidiary within thirty (30) days after such request, formation or acquisition or becoming a Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary is (if it has not an Excluded Person or already done so), to duly execute and deliver to the Administrative Agent a joinder to the Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions thereof, which joinders to the Guaranty and the Security Agreement shall be accompanied by appropriate corporate resolutions and other corporate documentation in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) any Person is within sixty (60) days after such request, formation or becomes acquisition, or becoming a direct or indirect parent entity Material Subsidiary, deliver to the Administrative Agent, upon the request of the Company that holds Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to the matters described in clause (a) above, including any material assets such joinder to the Guaranty and the Security Agreement, being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with its terms; provided, however, that, notwithstanding anything in any Loan Document to the contrary, in no event will any Foreign Subsidiary be required to provide a Guaranty under any Loan Document or any joinder to the Guaranty or the Security Agreement. (b) The Borrower will cause, and will cause each other than Loan Party to cause, all of its owned property (whether real, personal, tangible, intangible, or mixed, but excluding any Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.01. Without limiting the generality of the foregoing, the Borrower (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company Borrower or any other Loan Party to be subject at all times to a parent entity first priority, perfected Lien in favor of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (Administrative Agent to secure the Secured Obligations in accordance with the terms and in no event more than 30 days (conditions of the Collateral Documents or such longer period other pledge and security documents as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written reasonably request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the with respect to any leased location, will, and will cause each Guarantor to, use commercially reasonable request of the Administrative Agent, deliver efforts to obtain any landlord’s waiver to the Administrative Agent extent, and within such other customary documentation time period as is, reasonably requested required by the Administrative Agent; provided that the Loan Parties shall not be obligated to obtain any bailee, which warehouse or similar waiver. Notwithstanding the foregoing, no such pledge agreement in any event will not require respect of the delivery Equity Interests of any documentation other than those a Foreign Subsidiary shall be required hereunder (A) until the date that are substantially similar to the applicable documents delivered under Sections 3.01(d), is sixty (e), (g60) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time days after the Closing Date, Parent and Effective Date or such later date as the Administrative Agent may agree that any Subsidiary in the exercise of Parent may guarantee its reasonable discretion with respect thereto, and (B) to the obligations of any Guarantor hereunder by delivering to such Guarantor and extent the Administrative Agent or its counsel determines that such customary documentation reasonably requested pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) Notwithstanding anything herein to the contrary, attachment of all security interests created by the Administrative Agent including, without limitation, favorable opinions Collateral Documents will not occur until immediately after the consummation of counsel to such Subsidiary or Parentthe Spin-Off.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) On any date after the Effective Date that any Domestic Subsidiary is or becomes incurs any Debt of the types described in clause (xg) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (zh) of the issuer or co-issuer ofdefinition of “Debt” in respect of Guaranteed Debt (as defined in the definition of “Debt”) for borrowed money of the Borrower having an outstanding principal amount of more than $100,000,000, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) on any Person is or becomes date after the Effective Date following a direct or indirect parent entity of written request by the Company that holds any material assets (other than Borrower to the Equity Interests of Agent stating the Company or Borrower’s intention to add a parent entity of Guarantor hereunder, then the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent Borrower shall, at Parent’s its own expense, as soon as reasonably practicable : (A) promptly and in no any event more than 30 days within 10 Business Days after such incurrence, cause each such Domestic Subsidiary to duly execute and deliver to the Agent a guaranty, in form and substance reasonably satisfactory to the Agent, guaranteeing the obligations of the Borrower under this Agreement and the Notes (or such longer period as the Administrative Agent shall agree)) following (Ax) in the case of clause (i)(zi) above, to the same extent as such Domestic Subsidiary guarantees such Guaranteed Debt for borrowed money of the Borrower, or (y) in the case of clause (ii) above, pursuant to a written request from guaranty that is substantially similar to Article VII hereof and in form and substance reasonably satisfactory to the Administrative Agent therefor and Agent; and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative AgentAgent in its sole discretion, deliver to the Administrative Agent within 30 days after such other customary documentation request a signed copy of a favorable opinion, addressed to the Agent and the Lenders, of counsel for such Domestic Subsidiary reasonably requested acceptable to the Agent as to such guaranties, guaranty supplements, being legal, valid and binding obligations of each Domestic Subsidiary party thereto enforceable in accordance with their terms. provided, however, that any guaranty by a Domestic Subsidiary shall be terminated upon the request of the Borrower delivered to the Agent, provided that any guaranty delivered in accordance with Section 5.01(j)(i) shall be terminated only upon delivery by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar Borrower to the applicable documents delivered under Sections 3.01(d), Agent of evidence of (e), (gx) the payment in full and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary satisfaction of Parent may guarantee all of the obligations relating to the Guaranteed Debt for borrowed money of any Guarantor hereunder the Borrower that caused the incurrence of Debt by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Domestic Subsidiary or Parent(y) the release and discharge in full of the guaranty in respect of such Guaranteed Debt.

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) that, at any time after the Effective Date, provides a Guarantee of third party Indebtedness of Ultimate Parent or any of its Subsidiaries (including, after consummation of the Allergan Acquisition, third party Indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver (a) If at in the case of any time Subsidiary that so provides a Guarantee on or after prior to the Closing Date, (i) any Subsidiary is or becomes (x) on the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) Closing Date and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (iib) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than within 30 days (or such longer period later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent shall agree)Agent) following (A) in the case of clause (i)(z) abovesuch Subsidiary providing such Guarantee, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent (i) a Joinder Agreement duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee and such Subsidiary Guarantor Counterpart and (ii) upon the reasonable request documents of the Administrative Agent, deliver types referred to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g4.01(b)(i) and (h4.01(d) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (A) any Subsidiary that, on the Effective Date, is a borrower or a guarantor under the WC Term Loan Credit Agreement unless such Subsidiary has provided a Guarantee of (1) the Actavis Revolving Credit Agreement, (2) the Existing Actavis Term Loan Credit Agreement or (3) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Acquisition Term Facilities and the Allergan Bridge Facility) in an aggregate principal amount or commitment amount exceeding $350,000,000 or (B) any Foreign Subsidiary, if the provision of an Obligations Guarantee by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Parent. In the case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness).

Covenant to Guarantee Obligations. (a) If at At any time on or after following the Closing Springing Guaranty Date, the Borrower shall, at the Borrower’s expense: (i) cause all Material Subsidiaries (other than (x) a special purpose entity established to facilitate a securitization or other financing of accounts receivable or other assets of any Loan Party otherwise permitted hereunder (each a “Receivables Subsidiary” or (y) any Excluded Subsidiary) within 60 days after the Springing Guaranty Date, to duly execute and deliver to the Administrative Agent a Subsidiary is or becomes Guaranty Agreement in substantially the same form as Exhibit F, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) upon (x) the issuer formation or co-issuer of, acquisition of any new direct or borrower indirect Domestic Subsidiary by any Loan Party that is a Material Subsidiary or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor any existing direct or indirect Domestic Subsidiary of any series Loan Party becoming a Material Subsidiary (for purposes of debt securities or any syndicated credit facilities of Parent or this clause (zii) as determined by the issuer or co-issuer offinancial statements delivered pursuant to Section 7.01(a) and (b)), or borrower or guarantor under, any series of debt securities or any syndicated credit facility cause such Material Subsidiary (other than as described in clauses (x) and a Receivables Subsidiary or (y) any Excluded Subsidiary) within 30 days after such formation or acquisition or becoming a Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary (if it has not already done so), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (duly execute and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement and in substantially the same form as Exhibit E, guaranteeing the other Loan Parties’ obligations under the Loan Documents, and (iiiii) upon the reasonable request of the Administrative Agentwithin 60 days after such formation or acquisition or becoming a Material Subsidiary, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require upon the delivery request of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary in its sole discretion, a signed copy of Parent may guarantee the obligations of any Guarantor hereunder by delivering a favorable opinion, addressed to such Guarantor and the Administrative Agent such customary documentation and the Lenders, of counsel for the Loan Parties reasonably requested by acceptable to the Administrative Agent includingrelating to the matters described in clause (a) above, without limitation, favorable opinions of counsel to including any such Subsidiary Guaranty Agreement or ParentJoinder Agreement, as applicable, being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with its terms; provided, however, that, notwithstanding anything in any Loan Document to the contrary, in no event will any Excluded Subsidiary or Receivables Subsidiary be required to provide a Subsidiary Guaranty Agreement or Joinder Agreement under any Loan Document.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes Upon (x) the issuer request of any Co-Administrative Agent following the occurrence and during the continuance of a Default or co-issuer of, or borrower or guarantor under, any series Event of U.S. debt securities or any U.S. syndicated credit facilityDefault, (y) the guarantor formation or acquisition of any series of debt securities new direct or indirect Domestic Subsidiary by any syndicated credit facilities of Parent Loan Party that is a Material Subsidiary or (z) any existing direct or indirect Domestic Subsidiary of any Loan Party becoming a Material Subsidiary (for purposes of this clause (z) as determined by the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (xfinancial statements delivered pursuant to Section 7.01(a) and (yb)), but only to then the extent thatBorrower shall, in each casecase at the Borrower’s expense: (i) cause such Material Subsidiary (other than a special purpose entity established to facilitate a securitization or other financing of accounts receivable or other assets of any Loan Party otherwise permitted hereunder (each a “Receivables Subsidiary”), within 30 days after such request, formation or acquisition or becoming a Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary is (if it has not an Excluded Person or already done so), to duly execute and deliver to the Co-Administrative Agents a Joinder Agreement in substantially the same form as Exhibit F, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) any Person is within 60 days after such request, formation or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, becoming a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative AgentMaterial Subsidiary, deliver to the Co-Administrative Agent Agents, upon the request of the Co- Administrative Agents in their sole discretion, a signed copy of a favorable opinion, addressed to the Co-Administrative Agents and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Co-Administrative Agents relating to the matters described in clause (a) above, including any such other customary documentation reasonably requested by the Administrative AgentJoinder Agreement, which being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with its terms; provided, however, that, notwithstanding anything in any Loan Document to the contrary, in no event will not require the delivery of any documentation other than those that are substantially similar Foreign Subsidiary be required to the applicable documents delivered provide a Guaranty under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable)any Loan Document or Joinder Agreement. (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing On each Guarantor Assessment Date, the Borrower shall determine whether there exists any new or additional Material Subsidiaries, and if so, the Borrower shall promptly notify the Administrative Agent of such fact and promptly thereafter (i) and in any Subsidiary is or becomes event, with respect to Domestic Subsidiaries (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (yForeign Subsidiary Holding Companies), but only within thirty (30) days, and, with respect to the extent thatForeign Subsidiary Holding Companies and Foreign Subsidiaries, within sixty (60) days, or, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)may approve in its sole discretion): (i) following unless such Material Subsidiary is unable to execute a Guaranty Joinder Agreement (A) or in the case of clause the first such Material Subsidiary to become a Loan Party, the Guaranty), without contravening local law and without causing any non-de minimis adverse tax effect as to the Borrower (i)(z) aboveand the Borrower provides a certificate to such effect), a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person Material Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent the Guaranty or a Guaranty Joinder Agreement, as applicable, duly executed by such other customary documentation reasonably Material Subsidiary (but subject to the limitations on the amounts guarantied set forth in the form of Guaranty attached hereto); and (ii) deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, if requested by the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in any event will not require the delivery of any documentation other than those that are substantially similar this Section 6.14), all in form, content and scope reasonably satisfactory to the applicable documents delivered under Sections 3.01(d)Administrative Agent; Notwithstanding anything to the contrary herein, (e), (ga) no Foreign Subsidiary or Foreign Subsidiary Holding Company shall be required to become a Guarantor or Loan Party or grant Liens on any of its property; and (hb) (and appropriate local counsel opinions substantially similar in scope neither the Borrower nor any Subsidiary shall be required to those delivered on the Closing Date, if applicable)pledge any Equity Interests. (b) At If the Borrower shall determine on any time after Guarantor Assessment Date in respect of any Subsidiary that is, at such time, a Guarantor, that such Subsidiary is no longer a Material Subsidiary, the Closing Date, Parent and Borrower may deliver to the Administrative Agent may agree that any a request for a release of such Subsidiary of Parent may guarantee from the obligations Guaranty, accompanied by a certificate to such effect and certifying as to the absence of any Guarantor hereunder by delivering to such Guarantor and Default or Event of Default, whereupon the Administrative Agent shall execute such customary documentation documents and instruments of release as shall be reasonably requested by satisfactory to the Administrative Agent includingparties, without limitation, favorable opinions confirming the release of counsel to such Subsidiary or Parentfrom the Guaranty required hereunder.

Covenant to Guarantee Obligations. (a) If at At any time on or after following the Closing Springing Guaranty Date, Timken shall, at Timken’s expense: (i) cause all Material Subsidiaries (other than (x) a special purpose entity established to facilitate a securitization or other financing of accounts receivable or other assets of any Loan Party otherwise permitted hereunder (each a “Receivables Subsidiary” or (y) any Excluded Subsidiary) within 60 days after the Springing Guaranty Date, to duly execute and deliver to the Co-Administrative Agents a Subsidiary is or becomes Guaranty Agreement in substantially the same form as Exhibit G, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) upon (x) the issuer formation or co-issuer of, acquisition of any new direct or borrower indirect Domestic Subsidiary by any Loan Party that is a Material Subsidiary or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor any existing direct or indirect Domestic Subsidiary of any series Loan Party becoming a Material Subsidiary (for purposes of debt securities or any syndicated credit facilities of Parent or this clause (zii) as determined by the issuer or co-issuer offinancial statements delivered pursuant to Section 7.01(a) and (b)), or borrower or guarantor under, any series of debt securities or any syndicated credit facility cause such Material Subsidiary (other than as described in clauses (x) and a Receivables Subsidiary or (y) any Excluded Subsidiary) within 30 days after such formation or acquisition or becoming a Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary (if it has not already done so), but only to duly execute and deliver to the extent thatCo-Administrative Agents a Joinder Agreement in substantially the same form as Exhibit F, in each caseguaranteeing the other Loan Parties’ obligations under the Loan Documents, and (iii) within 60 days after such Subsidiary is not an Excluded Person formation or (ii) any Person is acquisition or becomes becoming a direct or indirect parent entity Material Subsidiary, deliver to the Co-Administrative Agents, upon the request of the Company that holds any material assets (other than Co-Administrative Agents in their sole discretion, a signed copy of a favorable opinion, addressed to the Equity Interests Co-Administrative Agents and the Lenders, of counsel for the Company or a parent entity of Loan Parties reasonably acceptable to the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and Co-Administrative Agents relating to the matters described in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(za) above, a written request from the Administrative Agent therefor and (B) otherwise, including any such Person becoming issuer, co-issuer, borrower Subsidiary Guaranty Agreement or guarantor or such formation, acquisition or redomiciliationJoinder Agreement, as applicable, to cause such Person to (i) become a Guarantor by executing being legal, valid and delivering binding obligations of each Loan Party party thereto enforceable in accordance with its terms; provided, however, that, notwithstanding anything in any Loan Document to the Administrative Agent contrary, in no event will any Excluded Subsidiary or Receivables Subsidiary be required to provide a Subsidiary Guaranty Agreement or Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in under any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable)Loan Document. (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. (a) If As soon as practicable (and in no event more than 40 days) following the Closing Date (or such longer period as may otherwise be agreed by the Administrative Agent), Parent shall, at Parent’s expense, cause each Target Guarantor to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Section 3.02(c)(v), (viii), (ix) and (x) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Effective Date, if applicable, including as to the non-contravention of material Debt). (b) As soon as practicable (and in no event more than 40 days) following the Closing Date (or such longer period as may otherwise be agreed by the Administrative Agent), Parent shall, at Parent’s expense, cause the Target to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) deliver to the Administrative Agent (A) a certificate (signed by a director) of Parent certifying (x) that the Target has complied in all respects with Section 60 of the Act in order to enable the Target to enter into a Joinder Agreement and perform its obligations as a Guarantor under this Agreement, (y) that neither the Target, nor any director or Secretary of the Target is a company or a person to whom Chapter I or Chapter II of Part VII of the 1990 Act applies and (z) that the prohibition contained in Section 31 of the 1990 Act does not apply to the Joinder Agreement to be entered into by the Target as the Target forms part of a group of companies within the meaning of Section 35 of the 1990 Act and (B) such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Section 3.02(c)(v), (viii), (ix) and (x) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Effective Date, if applicable, including as to the non-contravention of material Debt). (c) Subject to clauses (a) and (b) of this Section 5.14, if at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each casethe case of clauses (y) and (z), such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company Borrower that holds any material assets (other than the Equity Interests of the Company any Subsidiary that is or is a parent entity of the CompanyBorrower) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, (or, if later, the Closing Date) to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d3.01(a)(x)(A) and 3.02(c)(v), (eviii), (gix) and (hx) (to the extent such concept exists) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Effective Date, if applicable). (bd) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. (a1) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b2) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. (a) If at The Loan Parties will cause each of their Subsidiaries (other than any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities CFC or any U.S. syndicated credit facilitydirect or indirect Subsidiary of a CFC) whether newly formed, after acquired or otherwise existing (ywithin thirty (30) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, days after such Subsidiary is not an Excluded Person formed or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days acquired (or such longer period of time as agreed to by the Administrative Agent shall agreeRequired Lenders in their reasonable discretion)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor hereunder by executing and delivering way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) not less than ten (10) days prior to creating a Joinder Agreement and Subsidiary (ii) upon or such shorter period of time as agreed to by the Required Lenders in their reasonable request discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, deliver for prompt distribution to the Administrative Agent such other customary documentation reasonably requested by the Administrative AgentLenders, which in any event will not require the delivery of any documentation other than those that are substantially similar with respect to each new Guarantor to the applicable documents delivered under Sections 3.01(d)extent applicable, substantially the same documentation required pursuant to clauses (e), (gb)-(e) and (hj) (of Article IV and appropriate local counsel opinions substantially similar in scope 6.13 and such other documents or agreements as the Lenders may reasonably request, including without limitation, updated schedules to those delivered on the Closing Date, if applicable)Perfection Certificate. (b) At Notwithstanding any time after provision of this Agreement or any other Loan Document to the Closing Datecontrary, Parent unless otherwise agreed in writing by the Borrower, (a) no more than 65% of the voting stock in any CFC that is a direct (first-tier) Subsidiary of a Loan Party shall be directly or indirectly pledged or similarly hypothecated to guarantee or support any obligation of the Borrower (aggregating all arrangements that result in a direct or indirect pledge of such stock), (b) for the avoidance of doubt, no stock of any Subsidiary of a CFC shall be directly or indirectly pledged or similarly hypothecated to guarantee or support any obligation of the Borrower (aggregating all arrangements that result in a direct or indirect pledge of such stock), (c) no CFC (or any Subsidiary of a CFC) shall guarantee or support any obligation of the Borrower, and (d) no security or similar interest shall be granted in the Administrative Agent may assets of any CFC (or any Subsidiary of a CFC), which security or similar interest guarantees or supports any obligation of the Borrower. The parties hereto agree that any Subsidiary pledge, guaranty or security or similar interest made or granted in contravention of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parentthis Section 6.12(b) shall be void ab initio.

Covenant to Guarantee Obligations. (a) If at The Loan Parties will cause each of their Subsidiaries (other than any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities CFC or any U.S. syndicated credit facilitydirect or indirect Subsidiary of a CFC) whether newly formed, after acquired or otherwise existing (ywithin thirty (30) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, days after such Subsidiary is not an Excluded Person formed or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days acquired (or such longer period of time as agreed to by the Administrative Agent shall agreeRequired Lenders in their reasonable discretion)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor hereunder by executing and delivering way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) not less than ten (10) days prior to creating a Joinder Agreement and Subsidiary (ii) upon or such shorter period of time as agreed to by the Required Lenders in their reasonable request discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, deliver for prompt distribution to the Administrative Agent such other customary documentation reasonably requested by the Administrative AgentLenders, which in any event will not require the delivery of any documentation other than those that are substantially similar with respect to each new Guarantor to the applicable documents delivered under Sections 3.01(d)extent applicable, substantially the same documentation required pursuant to clauses (e), (gb)-(e) and (hj) (of Article IV and appropriate local counsel opinions substantially similar in scope 6.13 and such other documents or agreements as the Lenders may reasonably request, including without limitation, updated schedules to those delivered on the Closing Date, if applicable)Perfection Certificate. (b) At Notwithstanding any time after provision of this Agreement or any other Loan Document to the Closing Datecontrary, Parent and unless otherwise agreed in writing by the Administrative Agent may agree Borrower, (a) no more than 65% of the voting stock in any CFC that any is a direct (first-tier) Subsidiary of Parent may a Loan Party shall be directly or indirectly pledged or similarly hypothecated to guarantee or support any obligation of the obligations Borrower (aggregating all arrangements that result in a direct or indirect pledge of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.stock),

Covenant to Guarantee Obligations. Upon the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party, each Loan Party shall, in each case at such Loan Party’s expense: (a) If in connection with the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion), cause each such Subsidiary that is required to be a Guarantor pursuant to the Guarantee Requirement, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (b) at any time on and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or after newly formed Subsidiary that is required to become a Guarantor under the Closing DateGuarantee Requirement to execute and deliver, (i) any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Guarantee Requirement to take, all such other action as the Administrative Agent may deem reasonably necessary or becomes (x) desirable in obtaining the issuer or co-issuer full benefits of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, in perfecting and preserving the Guaranty, (yc) the guarantor of any series of debt securities Borrower shall provide the Guarantees set forth on Schedule 1 on or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only prior to the extent that, in each case, dates corresponding to such Subsidiary is not an Excluded Person or Guarantees set forth on Schedule 1; and (iid) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than within 30 days (or such longer period as the Administrative Agent shall agree)may agree in its reasonable discretion) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, after such Person becoming issuer, co-issuer, borrower formation or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agentacquisition, deliver to the Administrative Agent such other customary documentation reasonably requested by Agent, upon the request of the Administrative AgentAgent in its reasonable discretion, which a signed copy of an opinion in any event will not require the delivery of any documentation other than those that are substantially similar customary form, addressed to the applicable documents delivered under Sections 3.01(dAdministrative Agent and the other Secured Parties (as defined in the Guarantee), of counsel for the Loan Parties acceptable to the Administrative Agent as to (e)1) the matters contained in clause (a) above, (g2) such guaranties and guaranty supplements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms and (h3) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and matters of corporate formalities as the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to request and such Guarantor and other matters as the Administrative Agent such customary documentation may reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parentrequest.

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrower and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than the Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) that, at any time after the Effective Date, provides a Guarantee of third party Indebtedness of Ultimate Parent or any of its Subsidiaries (including, after consummation of the Allergan Acquisition, third party Indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver (a) If at in the case of any time Subsidiary that so provides a Guarantee on or after prior to the Closing Date, (i) any Subsidiary is or becomes (x) on the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) Closing Date and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (iib) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than within 30 days (or such longer period later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent shall agree)Agent) following (A) in the case of clause (i)(z) abovesuch Subsidiary providing such Guarantee, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent (i) a Joinder Agreement duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee and such Subsidiary Guarantor Counterpart and (ii) upon the reasonable request documents of the Administrative Agent, deliver types referred to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g4.01(b)(i) and (h4.01(d) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (A) any Subsidiary that, on the Effective Date, is a borrower or a guarantor under the WC Term Loan Credit Agreement unless such Subsidiary has provided a Guarantee of (1) the Actavis Revolving Credit Agreement, (2) the Existing Actavis Term Loan Credit Agreement or (3) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Acquisition Term Facilities) in an aggregate principal amount or commitment amount exceeding $350,000,000 or (B) any Foreign Subsidiary, if the provision of an Obligations Guarantee by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Parent. In the case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness).

Covenant to Guarantee Obligations. (a) If at At any time on or after following the Closing Springing Guaranty Date, the Borrower shall, at the Borrower’s expense: (i) cause all Material Subsidiaries (other than (x) a special purpose entity established to facilitate a securitization or other financing of accounts receivable or other assets of any Loan Party otherwise permitted hereunder (each a “Receivables Subsidiary” or (y) any Excluded Subsidiary) within 60 days after the Springing Guaranty Date, to duly execute and deliver to the Administrative Agent a Subsidiary is or becomes Guaranty Agreement in substantially the same form as Exhibit F, Guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) upon (x) the issuer formation or co-issuer of, acquisition of any new direct or borrower indirect Domestic Subsidiary by any Loan Party that is a Material Subsidiary or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor any existing direct or indirect Domestic Subsidiary of any series Loan Party becoming a Material Subsidiary (for purposes of debt securities or any syndicated credit facilities of Parent or this clause (zii) as determined by the issuer or co-issuer offinancial statements delivered pursuant to Section 7.01(a) and (b)), or borrower or guarantor under, any series of debt securities or any syndicated credit facility cause such Material Subsidiary (other than as described in clauses (x) and a Receivables Subsidiary or (y) any Excluded Subsidiary) within 30 days after such formation or acquisition or becoming a Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary (if it has not already done so), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (duly execute and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement and in substantially the same form as Exhibit E, guaranteeing the other Loan Parties’ obligations under the Loan Documents, and (iiiii) upon the reasonable request of the Administrative Agentwithin 60 days after such formation or acquisition or becoming a Material Subsidiary, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require upon the delivery request of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary in its sole discretion, a signed copy of Parent may guarantee the obligations of any Guarantor hereunder by delivering a favorable opinion, addressed to such Guarantor and the Administrative Agent such customary documentation and the Lenders, of counsel for the Loan Parties reasonably requested by acceptable to the Administrative Agent includingrelating to the matters described in clause (a) above, without limitation, favorable opinions of counsel to including any such Subsidiary Guaranty Agreement or ParentJoinder Agreement, as applicable, being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with its terms; provided, however, that, notwithstanding anything in any Loan Document to the contrary, in no event will any Excluded Subsidiary or Receivables Subsidiary be required to provide a Subsidiary Guaranty Agreement or Joinder Agreement under any Loan Document.

Covenant to Guarantee Obligations. (a) If at Cause any time on Material Domestic Subsidiary (other than (i) an Excluded Subsidiary or (ii) a merger subsidiary formed in connection with a merger or acquisition, including an Acquisition permitted hereunder, so long as such merger subsidiary is merged out of existence pursuant to and immediately upon the consummation of such transaction) formed or otherwise purchased or acquired after the Closing Date, or which becomes a Subsidiary (i) any Subsidiary is or becomes other than (x) the issuer an Excluded Subsidiary or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) a merger subsidiary formed in connection with a merger or acquisition, including an Acquisition permitted hereunder, so long as such merger subsidiary is merged out of existence pursuant to and immediately upon the guarantor consummation of such transaction) after the Closing Date to promptly (and in any series of debt securities or any syndicated credit facilities of Parent or event within thirty (z30) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, days after such Subsidiary is not an Excluded Person formed or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days acquired (or such longer period of time as agreed to by the Administrative Agent shall agreein its reasonable discretion)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent way of execution of a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable)Guaranty Supplement. (b) At If any time other Subsidiary becomes a Material Domestic Subsidiary after the Closing Date, Parent cause such Subsidiary to promptly (and in any event within thirty (30) days after the next following date on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) (or such longer period of time as agreed to by the Administrative Agent may agree that any Subsidiary in its reasonable discretion)), become a Guarantor by way of Parent may guarantee execution of a Guaranty Supplement. (c) In connection with the obligations addition of any a Guarantor hereunder by delivering under clauses (a) and (b) above, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, (i) such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a), (ii) a favorable opinion of counsel to such Guarantor Subsidiary located in the jurisdiction of organization of such Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent such customary Agent, (iii) other documentation and other evidence as reasonably requested by the Administrative Agent includingor any Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations and (iv) such other documents or agreements as the Administrative Agent may reasonably request, including without limitation, favorable opinions of counsel to such Subsidiary or Parentan updated Schedule 5.13.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes Upon (x) the issuer request of any Co-Administrative Agent following the occurrence and during the continuance of a Default or co-issuer of, or borrower or guarantor under, any series Event of U.S. debt securities or any U.S. syndicated credit facilityDefault, (y) the guarantor formation or acquisition of any series of debt securities new direct or indirect Domestic Subsidiary by any syndicated credit facilities of Parent Loan Party that is a Material Subsidiary or (z) any existing direct or indirect Domestic Subsidiary of any Loan Party becoming a Material Subsidiary (for purposes of this clause (z) as determined by the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (xfinancial statements delivered pursuant to Section 7.01(a) and (yb)), but only to then the extent thatBorrower shall, in each casecase at the Borrower’s expense: (i) cause such Material Subsidiary (other than a special purpose entity established to facilitate a securitization or other financing of accounts receivable or other assets of any Loan Party otherwise permitted hereunder (the “Receivables Subsidiary”), within 30 days after such request, formation or acquisition or becoming a Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary is (if it has not an Excluded Person or already done so), to duly execute and deliver to the Co-Administrative Agents a Joinder Agreement in substantially the same form as Exhibit F, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) any Person is within 60 days after such request, formation or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, becoming a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative AgentMaterial Subsidiary, deliver to the Co-Administrative Agent Agents, upon the request of the Co-Administrative Agents in their sole discretion, a signed copy of a favorable opinion, addressed to the Co-Administrative Agents and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Co-Administrative Agents relating to the matters described in clause (a) above, including any such other customary documentation reasonably requested by the Administrative AgentJoinder Agreement, which being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with its terms; provided, however, that, notwithstanding anything in any Loan Document to the contrary, in no event will not require the delivery of any documentation other than those that are substantially similar Foreign Subsidiary be required to the applicable documents delivered provide a Guaranty under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable)any Loan Document or Joinder Agreement. (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrower and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than the Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) that, at any time after the Effective Date, provides a Guarantee of third party Indebtedness of Ultimate Parent or any of its Subsidiaries (including, after consummation of the Allergan Acquisition, third party Indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver (a) If at in the case of any time Subsidiary that so provides a Guarantee on or after prior to the Closing Date, (i) any Subsidiary is or becomes (x) on the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) Closing Date and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (iib) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than within 30 days (or such longer period later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent shall agree)Agent) following (A) in the case of clause (i)(z) abovesuch Subsidiary providing such Guarantee, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent (i) a Joinder Agreement duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee and such Subsidiary Guarantor Counterpart and (ii) upon the reasonable request documents of the Administrative Agent, deliver types referred to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g4.01(b)(i) and (h4.01(d) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (A) any Subsidiary that, on the Effective Date, is a borrower or a guarantor under the WC Term Loan Credit Agreement unless such Subsidiary has provided a Guarantee of (1) the Actavis Revolving Credit Agreement, (2) the Existing Actavis Term Loan Credit Agreement or (3) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Bridge Facility) in an aggregate principal amount or commitment amount exceeding $350,000,000 or (B) any Foreign Subsidiary, if the provision of an Obligations Guarantee by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Parent. In the case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness).

Covenant to Guarantee Obligations. (a) If at At any time on or after following the Closing Springing Guaranty Date, Timken shall, at Timken’s expense: (i) cause all Material Subsidiaries (other than (x) a special purpose entity established to facilitate a securitization or other financing of accounts receivable or other assets of any Loan Party otherwise permitted hereunder (each a “Receivables Subsidiary” or (y) any Excluded Subsidiary) within 60 days after the Springing Guaranty Date, to duly execute and deliver to the Co-Administrative Agents a Subsidiary is or becomes Guaranty Agreement in substantially the same form as Exhibit G, Guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) upon (x) the issuer formation or co-issuer of, acquisition of any new direct or borrower indirect Domestic Subsidiary by any Loan Party that is a Material Subsidiary or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor any existing direct or indirect Domestic Subsidiary of any series Loan Party becoming a Material Subsidiary (for purposes of debt securities or any syndicated credit facilities of Parent or this clause (zii) as determined by the issuer or co-issuer offinancial statements delivered pursuant to Section 7.01(a) and (b)), or borrower or guarantor under, any series of debt securities or any syndicated credit facility cause such Material Subsidiary (other than as described in clauses (x) and a Receivables Subsidiary or (y) any Excluded Subsidiary) within 30 days after such formation or acquisition or becoming a Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary (if it has not already done so), but only to duly execute and deliver to the extent thatCo-Administrative Agents a Joinder Agreement in substantially the same form as Exhibit F, in each caseguaranteeing the other Loan Parties’ obligations under the Loan Documents, and (iii) within 60 days after such Subsidiary is not an Excluded Person formation or (ii) any Person is acquisition or becomes becoming a direct or indirect parent entity Material Subsidiary, deliver to the Co-Administrative Agents, upon the request of the Company that holds any material assets (other than Co-Administrative Agents in their sole discretion, a signed copy of a favorable opinion, addressed to the Equity Interests Co-Administrative Agents and the Lenders, of counsel for the Company or a parent entity of Loan Parties reasonably acceptable to the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and Co-Administrative Agents relating to the matters described in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(za) above, a written request from the Administrative Agent therefor and (B) otherwise, including any such Person becoming issuer, co-issuer, borrower Subsidiary Guaranty Agreement or guarantor or such formation, acquisition or redomiciliationJoinder Agreement, as applicable, to cause such Person to (i) become a Guarantor by executing being legal, valid and delivering binding obligations of each Loan Party party thereto enforceable in accordance with its terms; provided, however, that, notwithstanding anything in any Loan Document to the Administrative Agent contrary, in no event will any Excluded Subsidiary or Receivables Subsidiary be required to provide a Subsidiary Guaranty Agreement or Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in under any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable)Loan Document. (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, ​ (i) any Subsidiary is or becomes Subject to clause (xiii) the issuer or co-issuer ofbelow, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only with respect to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person that is or becomes a direct Restricted Subsidiary after the Closing Date and is organized in a jurisdiction in which an existing Guarantor is organized or indirect parent entity of another jurisdiction reasonably satisfactory to the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilitiesAdministrative Agent, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable promptly (and in no any event more than within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) after such Person becomes a Restricted Subsidiary) cause such new Restricted Subsidiary (other than an Excluded Subsidiary) to execute a Joinder Agreement. ​ (ii) Simultaneously with the execution of each Joinder Agreement, Borrowers shall agree)) following forthwith deliver, or cause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent: ​ (A) in a duly certified copy of the case articles of clause (i)(z) aboveincorporation and by-laws, a written request from the Administrative Agent therefor certificate of formation and operating agreement or similar organizational documents of such Restricted Subsidiary; ​ (B) otherwisea certificate of status or good standing (if such concept is known in the relevant jurisdiction) for such Restricted Subsidiary issued by the Official Body responsible therefor in the jurisdiction in which such Restricted Subsidiary is organized; (C) a duly certified copy of the resolutions of the board of directors of such Restricted Subsidiary authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Person becoming issuerRestricted Subsidiary is a party; ​ (D) a certificate of an officer of such Restricted Subsidiary, co-issuerin such capacity, borrower or guarantor or setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such formation, acquisition or redomiciliation, as applicable, Restricted Subsidiary is a party; (E) requisite information to cause such Person to identify the Restricted Subsidiary under applicable “know your client” legislation; and ​ (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (iiF) upon the reasonable request of the Administrative Agent, deliver an opinion of such Restricted Subsidiary’s counsel addressed to the Administrative Agent Credit Parties and their counsel, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents against such Restricted Subsidiary and such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and matters as the Administrative Agent may agree that any reasonably request; ​ (G) whereupon such Subsidiary shall become an Additional Guarantor for all purposes of Parent may guarantee this Agreement. ​ (iii) Notwithstanding anything to the obligations of any contrary in this Section 11.1(s), (i) no Restricted Subsidiary shall be required to become a Guarantor hereunder by delivering to such Guarantor and in circumstances where the Administrative Agent such customary documentation and Borrowers reasonably requested by agree that the Administrative Agent including, without limitation, favorable opinions costs or other consequences of counsel providing a guarantee of the Obligations is excessive in relation to such the benefit thereof and (ii) no joinder will be required of any Obligor to the extent it would result in any material tax liability for any Obligor or any Subsidiary or Parent.thereof. ​

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) On any date after the Restatement Date that any Domestic Subsidiary is or becomes incurs any Debt of the types described in clause (xg) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (zh) of the issuer or co-issuer ofdefinition of “Debt” in respect of Guaranteed Debt (as defined in the definition of “Debt”) for borrowed money of the Company having an outstanding principal amount of more than $100,000,000, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) on any Person is or becomes date after the Restatement Date following a direct or indirect parent entity of written request by the Company that holds any material assets (other than to the Equity Interests of Agent stating the Company’s intention to add a Guarantor hereunder, then the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s its own expense, as soon as reasonably practicable : (A) promptly and in no any event more than 30 days within 10 Business Days after such incurrence, cause each such Domestic Subsidiary to duly execute and deliver to the Agent a guaranty, in form and substance reasonably satisfactory to the Agent, guaranteeing the obligations of the Borrowers under this Agreement and the Notes (or such longer period as the Administrative Agent shall agree)) following (Ax) in the case of clause (i)(zi) above, to the same extent as such Domestic Subsidiary guarantees such Guaranteed Debt for borrowed money of the Company, or (y) in the case of clause (ii) above, pursuant to a written request from guaranty that is substantially similar to Article VII hereof and in form and substance reasonably satisfactory to the Administrative Agent therefor and Agent; and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative AgentAgent in its sole discretion, deliver to the Administrative Agent within 30 days after such other customary documentation request a signed copy of a favorable opinion, addressed to the Agent and the Lenders, of counsel for such Domestic Subsidiary reasonably requested acceptable to the Agent as to such guaranties, guaranty supplements, NYDOCS02/1129523.1 being legal, valid and binding obligations of each Domestic Subsidiary party thereto enforceable in accordance with their terms. provided, however, that any guaranty by a Domestic Subsidiary shall be terminated upon the request of the Company delivered to the Agent, provided that any guaranty delivered in accordance with Section 5.01(j)(i) shall be terminated only upon delivery by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar Company to the applicable documents delivered under Sections 3.01(d), Agent of evidence of (e), (gx) the payment in full and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary satisfaction of Parent may guarantee all of the obligations relating to the Guaranteed Debt for borrowed money of any Guarantor hereunder the Company that caused the incurrence of Debt by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Domestic Subsidiary or Parent(y) the release and discharge in full of the guaranty in respect of such Guaranteed Debt.

Covenant to Guarantee Obligations. (a) If at The Loan Parties will cause each of their Material Subsidiaries (other than a CFC which inclusion as a Guarantor is reasonably expected to cause a material adverse tax consequence to Borrower) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time on as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Material Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and this 6.13 and such other documents or agreements as the Administrative Agent may reasonably request. (b) To the extent any Material Subsidiary, whether newly formed, after acquired or otherwise existing, is not required to comply with clause (a) above because such Material Subsidiary is a CFC and its inclusion as a Guarantor is reasonably expected to cause a material adverse tax consequence to Borrower, Borrower shall promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Closing DateAdministrative Agent in its reasonable discretion)) execute and deliver to Administrative Agent a pledge agreement pursuant to which Borrower grants to Administrative Agent a Lien, for the benefit of the Secured Parties, in 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each such Material Subsidiary, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following: (i) any Subsidiary is or becomes (x) the issuer or co-issuer ofall Equity Interests representing a dividend thereon, or borrower representing a distribution or guarantor under, any series return of U.S. debt securities capital upon or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer ofin respect thereof, or borrower resulting from a stock split, revision, reclassification or guarantor underother exchange therefor, and any series of debt securities subscriptions, warrants, rights or any syndicated credit facility other than as described in clauses (x) and (y), but only options issued to the extent thatholder thereof, or otherwise in each case, such Subsidiary is not an Excluded Person or respect thereof; and (ii) in the event of any Person consolidation or merger involving any Issuer and in which such Issuer is or becomes a direct or indirect parent entity not the surviving Person, all shares of the Company that holds any material assets (other than each class of the Equity Interests of the Company successor Person formed by or a parent entity of the Company) resulting from such consolidation or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicablemerger, to cause the extent that such successor Person to (i) become is a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or ParentBorrower.

Covenant to Guarantee Obligations. (a) If Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary (other than a Receivables Corporation) by any Loan Party, the Borrower will, and will cause each of its Subsidiaries to, at any time on or after the Closing Date, Borrower’s sole expense: (i) any within 10 days after such formation or acquisition, cause such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (yif it has not already done so), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (duly execute and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement joinder to the Guaranty, substantially in the form of Exhibit A to the Guaranty (or such other form as may be agreed to by the Administrative Agent and the Borrower), guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) upon the reasonable request of the Administrative Agentwithin 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clause (i) above, and as to such other customary documentation matters as the Administrative Agent may reasonably requested request; Each of the time periods provided in subparts (i) and (ii) above may be extended by up to 45 days by the Administrative Agent, which acting alone in its sole discretion, without any event will not require vote or consent of the delivery of any documentation other than those that are substantially similar Lenders pursuant to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable)Section 9.2 or otherwise. (b) At If, at any time after time, BorgWarner Foundation shall cease to be a non-profit foundation under Section 501(c)(3) of the Closing DateCode, Parent the Borrower will, and will cause each of its Subsidiaries to, at the Borrower’s sole expense: (i) within 10 days of such event, cause BorgWarner Foundation to duly execute and deliver to the Administrative Agent a joinder to the Guaranty, substantially in the form of Exhibit A to the Guaranty (or such other form as may be agreed to by the Administrative Agent and the Borrower), guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) within 60 days of such event, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clause (i) above, and as to such other matters as the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parentrequest.

Covenant to Guarantee Obligations. (a1) If at Cause any time on or after the Closing Date, Material Domestic Subsidiary (other than (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person Subsidiary or (ii) any Person a merger subsidiary formed in connection with a merger or acquisition, including an Acquisition permitted hereunder, so long as such merger subsidiary is merged out of existence pursuant to and immediately upon the consummation of such transaction) formed or otherwise purchased or acquired after the Sixth Amendment Effective Date, or which becomes a direct or indirect parent entity of the Company that holds any material assets Subsidiary (other than the Equity Interests of the Company (x) an Excluded Subsidiary or (y) a parent entity of the Company) merger subsidiary formed in connection with a merger or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwiseincluding an Acquisition permitted hereunder, Parent shall, at Parent’s expense, so long as soon as reasonably practicable such merger subsidiary is merged out of existence pursuant to and immediately upon the consummation of such transaction) after the Sixth Amendment Effective Date to promptly (and in no any event more than 30 within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent shall agreePurchaser in its reasonable discretion)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor hereunder by executing way of execution of a Guaranty Supplement. (2) If any other Subsidiary becomes a Material Domestic Subsidiary after the Sixth Amendment Effective Date, cause such Subsidiary to promptly (and delivering in any event within thirty (30) days after the next following date on which a Compliance Certificate is required to be delivered pursuant to Section 7(b)(1) (or such longer period of time as agreed to by the Purchaser in its reasonable discretion), become a Guarantor hereunder by way of execution of a Guaranty Supplement. (3) In connection with the addition of a Guarantor under clauses (n)(1) and (2) above, the Loan Parties shall deliver to the Administrative Agent a Joinder Agreement Purchaser, with respect to each new Guarantor to the extent applicable, (i) incumbency certificate, Organization Documents and documents evidencing due organization, valid existence, good standing and qualification to do business, (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, a favorable opinions opinion of counsel to such Subsidiary located in the jurisdiction of organization of such Subsidiary, in form, content and scope reasonably satisfactory to the Purchaser, (iii) other documentation and other evidence as reasonably requested by the Purchaser in connection with applicable “know your customer” and anti-money-laundering rules and regulations and (iv) such other documents or Parentagreements as the Purchaser may reasonably request, including without limitation, an updated Schedule 6(m).

Covenant to Guarantee Obligations. (a) If at Upon the formation or acquisition of any time on Significant Subsidiary by any Loan Party or after the Closing Date, any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary: (i) any in connection with the formation or acquisition of a Significant Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facilityDomestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, within 60 days after such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expenseevent, as soon as reasonably practicable (and such time period may be extended in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) aboveAgent’s reasonable discretion, a written request from the Administrative Agent therefor cause each such Significant Subsidiary to duly execute and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) [Reserved], (iii) within 60 days after such formation or acquisition or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, as such time period may be extended in the Administrative Agent’s reasonable discretion, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, deliver a signed copy of a favorable opinion, addressed to the Administrative Agent such other customary documentation reasonably requested by and the Lenders, of counsel for the Loan Parties acceptable to the Administrative AgentAgent as to (1) the matters contained in clause (i) above, which (2) such guaranties and guaranty supplements being legal, valid and binding obligations of each Loan Party party thereto enforceable in any event will not require accordance with their terms (subject to customary exceptions under the delivery laws of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (gjurisdiction) and (h3) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and such other matters as the Administrative Agent may agree that reasonably request, (iv) [Reserved], and (v) at any time and from time to time, promptly execute and deliver, and cause to execute and deliver, each Loan Party, each newly acquired or newly formed Significant Subsidiary of Parent may guarantee the obligations of and each Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, any Guarantor hereunder by delivering and all further instruments and documents and take, and cause each Loan Party, each newly acquired or newly formed Significant Subsidiary and each Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary to take, all such Guarantor and other action as the Administrative Agent may deem reasonably necessary or desirable to obtain the full benefits of such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parentguaranties.