Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to Upon the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations occurrence of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary AgreementRatings Trigger, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after thereafter upon the formation or acquisition of any new direct or indirect wholly-owned U.S. domestic Material Subsidiary (other than a Foreign Subsidiary) by any Loan Party, the Company shall, in each case at the Company's expense: (i) within 10 Business Days after the Ratings Trigger or such formation or acquisition, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement direct or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Nonindirect wholly-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited owned U.S. domestic Material Subsidiary”)), and cause each direct and indirect wholly-owned U.S. domestic parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent (A) a Guaranty Supplement guaranty in substantially the form of Exhibit C hereto, F hereto or such other a guaranty supplement in the form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, attached thereto (each such Limited Subsidiary shall be deemed guaranty or guaranty supplement, together with each other guaranty and guaranty supplement delivered pursuant to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Assetthis Section 5.01(l), in each case at as amended, the Borrower’s expense: "Subsidiary Guaranty"), duly executed by each such Subsidiary, (AB) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, certified copies of the Proposed Unencumbered Asset, resolutions of the Board of Directors of such Subsidiary approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party and (2C) a certificate of the Chief Financial Officer (Secretary or other Responsible Officer) an Assistant Secretary of such Subsidiary certifying the names and true signatures of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition officers of such Asset as an Unencumbered Asset shall not cause Subsidiary authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder. (ii) within 30 days after the Ratings Trigger or result in a Default such formation or Event of Defaultacquisition, (x) insurance deliver to the Agent, upon the request of the types Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Agent and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by Lenders, of counsel for the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable as to such guaranties and guaranty supplements being legal, valid and binding obligations of each Loan Party is party thereto enforceable in accordance with their terms and as to such other matters as the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii)Agent may reasonably request, and (6iii) in the case of at any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Assettime and from time to time, a certificate of the Chief Financial Officer (or promptly execute and deliver any and all further instruments and documents and take all such other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long action as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably requestdeem necessary in obtaining the full benefits of such guaranties.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (ia) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary that is a Material Subsidiary (other than any CFC, FSHCO or a Foreign Subsidiary that is disregarded for U.S. federal income tax purposes and that is held directly or indirectly by a CFC or FSHCO), including any Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary that is a Material Subsidiary, then the Borrower shall, at the Borrower’s expense, within 30 days (or such longer period as the Administrative Agent may determine in its sole discretion) by any Loan Partyafter such formation or acquisition, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty substantially in the form of the Guaranty Supplement or a guaranty supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory attached to the Administrative AgentGuaranty, guaranteeing the other Loan Parties’ Obligations obligations under the Loan Documents, provided together with such other additional closing documents, certificates and legal opinions (which may be opinions of in-house counsel) as shall reasonably be requested by the Administrative Agent. (b) Notwithstanding the foregoing, if at any time all Immaterial Subsidiaries, taken as a whole, (i) have total assets at such time exceeding 5% of the total assets of the Borrower and its Restricted Subsidiaries, determined in accordance with GAAP or (ii) generate more than 5% of Consolidated EBITDA for the most recently completed four fiscal quarter period, in either case as of the fiscal quarter most recently ended and for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b), then the Borrower shall designate which of such Subsidiaries shall no longer constitute “Immaterial Subsidiaries” for purposes of this Credit Agreement to the extent necessary to cause such excess to be eliminated and, with respect to any Subsidiary that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed ceases to be an Excluded Immaterial Subsidiary and each as a result of such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of designation, the Obligations of the Loan Parties under the Loan Documents Borrower shall be deemed to be an Excluded Subsidiary Agreementtake, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below)take, such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that action as is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure necessary to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably requestthis Section 6.12.

Covenant to Guarantee Obligations. Each applicable Loan Party Upon the formation or acquisition by the Borrower of any new direct or indirect Restricted Subsidiary that is a Domestic Subsidiary or the designation of a previously Unrestricted Subsidiary as a Restricted Subsidiary that is a Domestic Subsidiary pursuant to Section 5.02(r), the Borrower shall, in each case at its expense: the Borrower’s expense (i) Within 15 within 20 days after any Excluded such formation, acquisition or designation (or, if at the time of (A) formation or acquisition, such Restricted Subsidiary Agreement terminates shall not constitute a New Material Subsidiary or otherwise becomes ineffective as to the Excluded (B) designation, such Restricted Subsidiary party to such agreementwould not constitute a New Material Subsidiary if newly-formed or newly-acquired, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) then within 60 20 days after the termination first date on which (I) such newly-formed or newly-acquired Restricted Subsidiary shall constitute a New Material Subsidiary, (II) such newly-designated Restricted Subsidiary would constitute a New Material Subsidiary if newly-formed or newly-acquired or (III) the total assets of such Excluded newly-formed, newly-acquired or newly-designated Restricted Subsidiary Agreementand all other Domestic Subsidiaries of the Borrower that are not Subsidiary Guarantors, as reflected on their respective balance sheets as of any date of determination, shall be greater than or equal to ten percent (10%) of the total consolidated assets of the Borrower and in such case its Consolidated Subsidiaries as reflected on the agreement in respect Borrower’s consolidated balance sheet as of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shalldate of determination, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement each case as determined in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Partyaccordance with GAAP), cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Restricted Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement guaranty or guaranty supplement, in substantially the form of Exhibit C heretoD hereto in the case of a guaranty, or such other guaranty supplement and otherwise in form and substance reasonably satisfactory to the Administrative AgentAgent in the case of a supplement, guaranteeing the other Loan Parties’ Obligations under the Loan DocumentsDocuments and (ii) at any time and from time to time, provided that upon promptly execute and deliver any and all further instruments and documents and take all such other action as the formation Administrative Agent may deem necessary or acquisition desirable in obtaining the full benefits of such guaranties. Notwithstanding anything to the contrary contained in this Section 5.01(i) or any Limited Subsidiaryother Loan Document, each such Limited the Borrower shall not be required to cause any Receivables Financing Subsidiary shall be deemed to be an Excluded join or become a party to, or otherwise become bound by, any guaranty (including the Subsidiary and each such loan agreement or indenture or Guaranty) guaranteeing the other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Loan Parties’ Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited SubsidiaryDocuments. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (i) Within 15 days after Upon any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to of the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary Borrower (other than any CFC or Broker-Dealer Subsidiary or any direct or indirect Subsidiary of a Foreign CFC or Broker-Dealer Subsidiary) to duly execute and deliver to the Administrative Agent becoming a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Significant Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination Effective Date (whether as a result of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) Significant Subsidiaries by any Loan PartyParty or otherwise), then in each case at the Borrower’s expense and within the time period specified below (or such longer time period as the Administrative Agent may agree): (i) within 60 days after such Subsidiary becoming a Significant Subsidiary after the Effective Date, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done soso 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 Guaranty Supplement in substantially the form of Exhibit C heretoguaranty or guaranty supplement, or such other guaranty supplement in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under Guaranteed Obligations, (ii) within 60 days after such Subsidiary becoming a Significant Subsidiary after the Loan DocumentsEffective Date, provided that deliver to the Administrative Agent, upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees request of the Obligations Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, Administrative Agent and the Borrower shallother Lender Parties, or cause of counsel for such Limited Subsidiary to(and if applicable, promptly deliver its direct and indirect parents) acceptable to the Administrative Agent (which counsel may be in-house counsel) as to (1) copies such guaranties and guaranty supplements being legal, valid and binding obligations of such agreements or indentures each Subsidiary party thereto enforceable in respect of such Non-Recourse Debt accordance with their terms, and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite other matters as the name of such Limited Subsidiary.Administrative Agent may reasonably request, (iii) Upon the request by the Borrower that at any Asset time and from time to time, 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 “Proposed Unencumbered Asset”) be added 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 an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent may reasonably deem necessary or desirable in obtaining the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition full benefits of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types guaranties and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably requestassignments.

Covenant to Guarantee Obligations. Each applicable (a) The Loan Party shall, in Parties will cause each case at its expense: (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary of their Subsidiaries (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, any CFC or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary of a CFC) whether newly formed, after acquired or otherwise existing (other than a Foreign Subsidiarywithin thirty (30) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer Subsidiary is formed or acquired (or other Responsible Officer) such longer period of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected time as agreed to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties Lender in respect its reasonable discretion)) to become a Guarantor hereunder by way of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters execution of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicableJoinder Agreement; provided, however, thatno 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, notwithstanding the Loan Parties shall give notice to the Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the failure Loan Parties shall deliver to comply the Lender, with one respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to clauses (b)-(e) and (j) of Article IV and 6.13 and such other documents or agreements as the Lender may reasonably request, including without limitation, updated schedules to the Perfection Certificate. (b) Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, unless otherwise agreed in writing by the Borrower, (a) no more than 65% of the Unencumbered Asset Conditions voting stock in any CFC that is a direct (first-tier) Subsidiary of a Loan Party shall be directly or clauses indirectly pledged or similarly hypothecated to guarantee or support any obligation of the Borrower (2aggregating all arrangements that result in a direct or indirect pledge of such stock), (4b) or (6) above shall not preclude for the addition avoidance of doubt, no stock of any Proposed Unencumbered Asset as an Unencumbered Asset so long as Subsidiary of a CFC shall be directly or indirectly pledged or similarly hypothecated to guarantee or support any obligation of the Required Lenders shall have expressly consented to the addition Borrower (aggregating all arrangements that result in a direct or indirect pledge of such Asset as an Unencumbered Asset notwithstanding such failure; and stock), (Bc) as promptly as possibleno CFC (or any Subsidiary of a CFC) shall guarantee or support any obligation of the Borrower, furnish to and (d) no security or similar interest shall be granted in the Administrative Agent such other approvals assets of any CFC (or documents as any Lender Party through Subsidiary of a CFC), which security or similar interest guarantees or supports any obligation of the Administration Agent may reasonably requestBorrower. The parties hereto agree that any pledge, guaranty or security or similar interest made or granted in contravention of this Section 6.12(b) shall be void ab initio.

Covenant to Guarantee Obligations. Each applicable Upon the formation or acquisition of any Significant Subsidiary by any Loan Party shall, in each case at its expenseor any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary: (i) Within 15 in connection with the formation or acquisition of a Significant Subsidiary or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, within 60 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective such event, as to such time period may be extended in the Excluded Subsidiary party to such agreementAdministrative Agent’s reasonable discretion, cause each such Excluded Significant Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C heretoguaranty or guaranty supplement, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement , (if anyii) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary.[Reserved], (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 60 days after such requestformation or acquisition or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, furnish to as such time period may be extended in the Administrative Agent the following items: (1) a description66 Agent’s reasonable discretion, in detail reasonably satisfactory deliver to the Administrative Agent, upon the reasonable request of the Proposed Unencumbered Asset, (2) Administrative Agent, a certificate signed copy of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficienciesa favorable opinion, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered addressed to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably the Lenders, of counsel for the Loan Parties acceptable to the Administrative Agent showing that as to (1) the matters contained in clause (i) above, (2) such guaranties and guaranty supplements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms (subject to customary exceptions under the laws of the applicable Loan Party is jurisdiction) and (3) such other matters as the current record title holder of such Asset and showing no Liens of record other than Permitted LiensAdministrative Agent may reasonably request, (5iv) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii)[Reserved], and (6v) in the case of at any Proposed Unencumbered Asset that is 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 and each Domestic Restricted Subsidiary otherwise becoming a Redevelopment Asset Significant Subsidiary, any and all further instruments and documents and take, and cause each Loan Party, each newly acquired or Development Assetnewly formed Significant Subsidiary and each Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary to take, a certificate of the Chief Financial Officer (or all such other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, action as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent may deem reasonably necessary or desirable to obtain the full benefits of such other approvals or documents as any Lender Party through the Administration Agent may reasonably requestguaranties.

Covenant to Guarantee Obligations. Each applicable Loan Party shallThe Borrowers shall cause each Asian Subsidiary to, in each case at its expensethe expense of the Borrowers or such Asian Subsidiary: (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower Borrowers shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Asian Subsidiary, cause each such Asian Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a an Asian Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Asian Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower Borrowers shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the a Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the such Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a descriptionthe Deliverables, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the such Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, , and (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (53) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses clause (2), (4b) or (6) above of the definition of Deliverables shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (vx) such Asset satisfies all Unencumbered Asset Conditions, and (wy) the addition of such Proposed Unencumbered Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to each of the Administrative Agent showing that the applicable Loan Party is the current record title holder items set forth in Sections 3.01(a)(iii) and, if applicable, (x), mutatis mutandis, in each case in respect of such Asset and showing no Liens of record other than Permitted Liens,Proposed Unencumbered Asset, and (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, that the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), clause (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding the failure to satisfy either or both of such failureconditions; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (ia) Within 15 days after Cause any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Material Domestic Subsidiary (other than (i) an Excluded Subsidiary or (ii) a Foreign Subsidiarymerger 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 Third Amendment Effective Date, or which becomes a Subsidiary (other than (x) an Excluded Subsidiary or (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 duly execute and deliver immediately upon the consummation of such transaction) after the Third Amendment Closing Date to 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 Administrative Agent in its reasonable discretion)) become a Guaranty Supplement Guarantor hereunder by way of execution of a Guaranty. (b) If any other Subsidiary becomes a Material Domestic Subsidiary after the Third Amendment Effective Date, cause such Subsidiary to promptly (and in substantially any event within thirty (30) days after the form of Exhibit C hereto, next following date on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) (or such other guaranty supplement longer period of time as agreed to by the Administrative Agent in form its reasonable discretion), become a Guarantor hereunder by way of execution of a Guaranty. (c) In connection with the addition of a Guarantor under clauses (a) and substance satisfactory (b) above, the Loan Parties shall deliver to the Administrative Agent, guaranteeing with respect to each new Guarantor to the Obligations extent applicable, (i) such documents of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary types referred to in clauses (or a related Excluded Subsidiaryiv) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (yv) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. Section 4.01(a), (ii) Within 15 days after the formation or acquisition a favorable opinion of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each counsel to such Subsidiary (other than a Subsidiary (x) that is prohibited by located in the terms jurisdiction of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent organization of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary in form, content and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail scope reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2iii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or documentation and other matters (including a casualty event or condemnation) that could evidence as reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required requested by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, or any Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations and (4iv) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals documents or documents agreements as any Lender Party through the Administration Agent may reasonably request.the

Covenant to Guarantee Obligations. Each (a) Upon (i) the formation or acquisition after the Closing Date of any Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary), (ii) the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary), (iii) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Immaterial Subsidiary (other than an Excluded Subsidiary) or (iv) any Restricted Subsidiary that was an Excluded Subsidiary ceasing to be an Excluded Subsidiary, (x) if the event giving rise to the obligation under this Section 5.12(a) occurs during the first three Fiscal Quarters of any Fiscal Year, on or before the later of (1) the date on which the Compliance Certificate with respect to the Fiscal Quarter in which the relevant event occurs is required to be delivered pursuant to Section 5.01(c) and (2) 60 days after the date on which the relevant event occurs or (y) if the event giving rise to the obligation under this Section 5.12(a) occurs during the fourth Fiscal Quarter of any Fiscal Year, on or before the later of (1) the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c) with respect to such Fiscal Year and (2) 60 days after the date on which the relevant event occurs (or, in the case of each of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree), the Borrower shall (A) cause such Restricted Subsidiary (other than any Excluded Subsidiary) to comply with the requirements set forth in the definition of “Guarantee Requirement” and (B) upon the reasonable request of the Administrative Agent, cause such Restricted Subsidiary (other than any Excluded Subsidiary) to deliver to the Administrative Agent customary evidence of authority and good standing and a customary opinion of counsel for such Restricted Subsidiary, in each case, consistent with that provided by the Loan Parties on the Closing Date pursuant to Section 4.02(b) and (c); provided, that the Borrower may, in its sole discretion elect to join any Foreign Subsidiary, any non-wholly-owned Domestic Subsidiary, but excluding any Unrestricted Subsidiary, or any other Excluded Subsidiary (including any subsidiary organized under the laws of Puerto Rico) as a Guarantor (any such subsidiary, an “Electing Subsidiary”); provided that (1) written notice of such election must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (2) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such Electing Subsidiary (including any Beneficial Ownership Certification) required by regulatory authorities under applicable Loan Party shall“know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent), (3) if such subsidiary is a Foreign Subsidiary, the jurisdiction of incorporation of such Foreign Subsidiary shall be reasonably satisfactory to the Administrative Agent in light of legal permissibility and the policies and procedures of the Administrative Agent and the Lenders for similarly situated companies (for the avoidance of doubt, as reasonably determined by the Administrative Agent) and the Administrative Agent shall have received customary evidence of authority and good standing (to the extent applicable in the relevant jurisdiction) and a customary opinion of counsel for such subsidiary, in each case at its expense: consistent with that provided by the Loan Parties on the Closing Date pursuant to Section 4.02(b) and (i) Within 15 days after c); provided that, for the avoidance of doubt, the Borrower shall be permitted to cause any Excluded U.S. subsidiary that constitutes a non-Wholly-Owned Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such constitutes an Excluded Subsidiary (other than a Foreign Subsidiarynon-U.S. subsidiary) to duly execute be a guarantor under the Facilities Documentation without satisfying the requirements of clause (3) of this sentence; and deliver provided, further that, the Borrower may subsequently elect to release any such Electing Subsidiary (a “Released Subsidiary”) as a Guarantor in its sole discretion by giving the Administrative Agent a Guaranty Supplement notice of such election, so long as at the time of the release such Released Subsidiary constitutes an Excluded Subsidiary; provided that such release shall only be permitted if, as of the date of such release, (A) the Borrower and its Restricted Subsidiaries have the capacity to make an Investment in substantially the form of Exhibit C hereto, or such other guaranty supplement Released Subsidiary (in form and substance satisfactory an amount equal to the Administrative Agent, guaranteeing the Obligations portion of the other Loan Parties under fair market value of the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination net assets of such Excluded Released Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed attributable to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officerits applicable Restricted Subsidiary’s) of equity interest therein, as reasonably estimated by the Borrower confirming that Borrower) under Section 6.05 once it is no longer a Loan Guarantor, (uB) such Asset Released Subsidiary has the capacity to incur all of its existing Indebtedness or Liens under Section 6.01 or Section 6.02 once it is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including no longer a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, Guarantor and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6C) in the case of any Proposed Unencumbered Asset that is such release of a Redevelopment Asset or Development Asset, a certificate Released Subsidiary due to such Released Subsidiary becoming an Excluded Subsidiary of the Chief Financial Officer kind described in clause (or other Responsible Officera) of the Borrower stating definition thereof, such release shall only be permitted if such Released Subsidiary becomes an Excluded Subsidiary or such kind pursuant to an arm’s length sale of Capital Stock in such Released Subsidiary to a bona fide third party purchaser. (b) (i) Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements Administrative Agent may grant extensions of time for such Redevelopment Asset the provision of any Loan Guaranty by any Restricted Subsidiary (including in connection with Restricted Subsidiaries formed or Development Asset, as applicable; provided, however, that, notwithstanding acquired after the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2Closing Date), (4) or (6) above shall not preclude the addition and each Lender hereby consents to any such extensions of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.time;

Covenant to Guarantee Obligations. Each applicable (a) The Loan Party shall, in each case at its expense: Parties will cause (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary each of their Subsidiaries (other than any Excluded Subsidiaries) 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 as agreed to by the Administrative Agent in its reasonable discretion)) become a Foreign SubsidiaryGuarantor hereunder by way of execution of a Joinder Agreement and (ii) each Excluded Subsidiary and any other Subsidiary that is not a party to duly execute the Intercompany Subordination Agreement, whether newly formed, after acquired or otherwise existing to promptly (and deliver 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 Administrative Agent in its reasonable discretion)) become a party to the Intercompany Subordination Agreement 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 Guaranty Supplement Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in substantially the form of Exhibit C heretoits reasonable discretion), or such acquiring the Equity Interests of any other guaranty supplement in form and substance satisfactory Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered each new Guarantor to the Administrative Agent prior extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) through (f) and 6.15 and such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to other documents or agreements as the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request. (b) If Allos is not required to become a Guarantor on the Closing Date in accordance with Section 4.01(l), then within thirty (30) days of the date on which Allos becomes a wholly-owned Subsidiary of the Borrower, the Borrower shall cause Allos to become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrower shall deliver (or cause to be delivered) to the Administrative Agent substantially the same documentation required by Sections 4.01(b) through (f) and 6.15 and such other documents or agreements as the Administrative Agent may reasonably request.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (ia) Within 15 forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after (x) the acquisition or formation of any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Restricted Subsidiary (other than a Foreign an Excluded Subsidiary) or (y) the date on which any Excluded Subsidiary ceases to duly execute be an Excluded Subsidiary, cause such Restricted Subsidiary to (i) become a U.S. Guarantor (if such Subsidiary is a U.S. Subsidiary and not a CFC Holdco) or a Non-U.S. Guarantor (if such Subsidiary is a Non-U.S. Subsidiary or a CFC Holdco), as applicable, by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the request of the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent a Guaranty Supplement such Organization Documents, resolutions (which with respect to any corporation incorporated in substantially the form of Exhibit C heretoSpain, or such other guaranty supplement in form and substance satisfactory shall be raised to the Administrative Agentstatus of a Spanish Public Document) and favorable opinions of counsel, guaranteeing the Obligations of the other Loan Parties under the Loan Documentsall in form, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, content and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail scope reasonably satisfactory to the Administrative Agent; provided that notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, of the Proposed Unencumbered Asset, (2) no Specified Subsidiary shall be required to provide a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties Guarantee in respect of any of the Obligations other Unencumbered Assets is in full force and effect than the Non-U.S. Obligations. (b) If any Subsidiary (including, to the extent permitted by applicable Law, any Excluded Subsidiary other than any Special Purpose Subsidiary or any other Subsidiary with respect to which the Administrative Agent and the Company reasonably agree that the burden or cost of such AssetPerson 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 in its sole discretion), (yi) all environmental matters of the type that would be disclosed on Schedule 4.01(sbecome a U.S. Guarantor (if such Subsidiary is a U.S. Subsidiary and not a CFC Holdco) hereto or a Non-U.S. Guarantor (if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on Subsidiary is a schedule to such certificate, and (z) set forth on Non-U.S. Subsidiary or a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered AssetCFC Holdco), evidenced as applicable, by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered executing and delivering to the Administrative Agent prior to a Joinder Agreement or such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to other documents as the Administrative Agent showing that shall deem reasonably appropriate for such purpose and (ii) upon the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes request of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below)Administrative Agent in its reasonable discretion, such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish deliver to the Administrative Agent such Organization Documents, resolutions (which with respect to any corporation incorporated in Spain, shall be raised to the status of a Spanish Public Document) and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that notwithstanding anything to the contrary contained in this Agreement or any other approvals Loan Document, no Specified Subsidiary shall be required to provide a Guarantee in respect of any of the Obligations other than the Non-U.S. Obligations. Notwithstanding anything to the contrary contained herein, (x) the Company may from time to time, upon notice to the Administrative Agent, elect to cause any Subsidiary that would otherwise be an Excluded Subsidiary to become a U.S. Guarantor (if such Subsidiary is a U.S. Subsidiary and not a CFC Holdco) or documents a Non-U.S. Guarantor (if such Subsidiary is a Non-U.S. Subsidiary or a CFC Holdco), as applicable, provided that the requirements set forth in the foregoing clause (a) applicable to any Lender Party through Subsidiary that is required to provide the Administration Agent may reasonably requestGuaranty pursuant to such clause are satisfied and (y) the Subsidiaries set forth on Part A of Schedule 6.19 shall not be required to comply with this Section 6.14 until the Post-Closing Compliance Date.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (ia) Within 15 days after Cause any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Material Domestic Subsidiary (other than (i) an Excluded Subsidiary or (ii) a Foreign Subsidiarymerger 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 Third Amendment Effective Date, or which becomes a Subsidiary (other than (x) an Excluded Subsidiary or (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 duly execute and deliver immediately upon the consummation of such transaction) after the Third Amendment Closing Date to 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 Administrative Agent in its reasonable discretion)) become a Guaranty Supplement Guarantor hereunder by way of execution of a Guaranty. (b) If any other Subsidiary becomes a Material Domestic Subsidiary after the Third Amendment Effective Date, cause such Subsidiary to promptly (and in substantially any event within thirty (30) days after the form of Exhibit C hereto, next following date on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) (or such other guaranty supplement longer period of time as agreed to by the Administrative Agent in form its reasonable discretion), become a Guarantor hereunder by way of execution of a Guaranty. (c) In connection with the addition of a Guarantor under clauses (a) and substance satisfactory (b) above, the Loan Parties shall deliver to the Administrative Agent, guaranteeing with respect to each new Guarantor to the Obligations extent applicable, (i) such documents of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary types referred to in clauses (or a related Excluded Subsidiaryiv) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (yv) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. Section 4.01(a), (ii) Within 15 days after the formation or acquisition a favorable opinion of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each counsel to such Subsidiary (other than a Subsidiary (x) that is prohibited by located in the terms jurisdiction of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent organization of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary in form, content and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail scope reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2iii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or documentation and other matters (including a casualty event or condemnation) that could evidence as reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required requested by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to or any Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations and (iv) such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to other documents or agreements as the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request, including without limitation, an updated Schedule 5.13.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent Upon (x) the request of any Co-Administrative Agent following the occurrence and during the continuance of a copy of such agreement in respect of such Non-Recourse Debt and Default, or (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) Domestic Subsidiaries by any Loan Party, cause then the Borrower shall, in each such case at the Borrower's expense: (i) in connection with the formation or acquisition of a Domestic Subsidiary (other than (A) a Subsidiary 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") or (B) PEL Technologies, LLC, but only so long as (x) that is prohibited by the terms of any loan agreement Borrower directly or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees indirectly owns less than 100% of the Obligations of the Loan Parties under the Loan DocumentsEquity Interests in PEL Technologies, LLC and (y) that the fair market value of the assets of PEL Technologies, LLC is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (xless than $75,000,000), (y) within 30 days after such formation or (z) of this parentheticalacquisition, a “Limited cause each such Domestic Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Domestic Subsidiary (if it has not already done so), to duly execute and deliver to the Co-Administrative Agent Agents a Guaranty Supplement in substantially the form of Exhibit C heretoguaranty or guaranty supplement, or such other guaranty supplement in form and substance satisfactory to the Co- Administrative AgentAgents, guaranteeing the other Loan Parties’ Obligations ' obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (Aii) within 10 60 days after such request, furnish formation or acquisition, deliver to the Co-Administrative Agent Agents, upon the following items: (1) request of the Co-Administrative Agents in their sole discretion, a descriptionsigned copy of a favorable opinion, in detail reasonably satisfactory addressed to the Administrative AgentAgents and the other Lender Parties, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by counsel for the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Co-Administrative Agent showing that Agents as to the applicable matters contained in clause (i) above, as to such guaranties and guaranty supplements, being legal, valid and binding obligations of each Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth party thereto enforceable in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; providedaccordance with their terms;provided, however, that, notwithstanding anything in any Loan Document to the foregoingcontrary, in no event will the failure to comply with one stock or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition assets of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented Foreign Subsidiary be directly or indirectly pledged under any Loan Document, nor will any Foreign Subsidiary be required to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals provide a guaranty or documents as guaranty supplement under any Lender Party through the Administration Agent may reasonably requestLoan Document.

Covenant to Guarantee Obligations. Each applicable Loan Party shall(a) If any Subsidiary of the Borrower becomes a subsidiary borrower under the Existing Credit Agreement, in each case then the Borrower shall contemporaneously with such event (or such later date to which the Administrative Agent may agree), at its own expense: , (iA) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary“Subsidiary Guarantor”) to duly execute and deliver to the 45 Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt each as amended, amended and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation restated, modified or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parentheticalotherwise supplemented, a “Limited SubsidiarySubsidiary Guaranty”)), ) and (B) cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner legal opinions, certificates and lien search performed by a title insurer reasonably acceptable to other customary documents as the Administrative Agent showing shall reasonably request; provided that Section 5.09(a) shall not apply to any Foreign Subsidiary to the extent that the applicable Loan Party is execution of the current record title holder of Subsidiary Guaranty by such Asset and showing no Liens of record other than Permitted Liens,Subsidiary would cause a Deemed Dividend Problem. (5b) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer a subsidiary borrower under the failure Existing Credit Agreement, then the applicable Subsidiary Guaranty shall cease to comply be in effect unless at such time an Event of Default has occurred and is continuing. ARTICLE VI Negative Covenants Commencing on the Effective Date and until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full as provided herein, in each case, without any pending draw, the Borrower covenants and agrees with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.that: SECTION

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after Upon the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) Material Domestic Subsidiaries by any Loan PartyParty or upon the request of the Agent thereafter, at the Borrower’s expense: (i) within 10 Business Days after such formation or acquisition, cause each such Material Domestic Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C heretoguarantee supplement, or such other guaranty supplement in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement ; (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (Aii) within 10 60 days after such request, furnish formation or acquisition, deliver to the Administrative Agent, upon the request of the Agent the following items: (1) in its sole discretion, a descriptionsigned copy of a favorable opinion, in detail reasonably satisfactory addressed to the Administrative AgentAgent and the Banks, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by counsel for the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that as to (A) such guarantee supplement being the applicable Loan Party is the current record title holder of such Asset legal, valid and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction binding obligations of each of the conditions set forth additional Subsidiary Guarantor party thereto enforceable in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget accordance with its terms and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) such other matters as the Agent may reasonably request and (iii) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Material Domestic Subsidiary to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each such newly acquired or newly formed Material Domestic Subsidiary to take, all such other action as possiblethe Agent may reasonably deem necessary or desirable in obtaining the full benefits of such guarantees. In addition, furnish the Borrower may cause any other Subsidiary to become a Subsidiary Guarantor by delivering a guarantee supplement to the Administrative Guarantee and within 60 days thereafter, deliver to the Agent, upon the request of the Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Agent and the Banks, of counsel for the Loan Parties reasonably acceptable to the Agent as to (A) such guarantee supplement being the legal, valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (B) such other approvals or documents matters as any Lender Party through the Administration Agent may reasonably request.

Covenant to Guarantee Obligations. Each applicable Loan Credit Party shall, in each case at its expense: (ia) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent holders of Notes a Joinder to Multiparty Guaranty Supplement in substantially the form of Exhibit C heretoE, or such other guaranty supplement in form and substance satisfactory to the Administrative AgentRequired Holders, guaranteeing the Obligations obligations of the other Loan Credit Parties under the Loan Transaction Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G10.2(b)(vii) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, Company shall promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) each Significant Holder an amended Schedule 4.01(y) 5.20 that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (iib) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Credit Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations obligations of the Loan Credit Parties under the Loan Transaction Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G10.2(b)(vii) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent holders of Notes a Joinder to Multiparty Guaranty Supplement in substantially the form of Exhibit C E hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative AgentRequired Holders, guaranteeing the other Loan Credit Parties’ Obligations obligations under the Loan Transaction Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations obligations of the Loan Credit Parties under the Loan Transaction Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, Company shall promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) each Significant Holder an amended Schedule 4.01(y) 5.20 that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.

Covenant to Guarantee Obligations. Each applicable Loan Party (a) If both the Ratings from S&P shall at any time be lower than BBB- and the Ratings from Xxxxx’x shall at any time be lower than Baa3, then the Borrower shall, in each case at its the Borrower’s expense: (i) Within 15 within 10 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreementthereafter, cause such Excluded each Material Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (any CFC or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited held directly or indirectly by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)CFC), and cause each direct and indirect parent of such Subsidiary that is not a Limited Material Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty, guaranteeing the Borrower’s Obligations under the Loan Documents; provided, however, that if the Material Subsidiaries executing the Guaranty Supplement do not account for at least 80% of the Consolidated EBITDA for the most recently completed four fiscal quarters of the Borrower, then the Borrower shall designate additional Subsidiaries (which shall also be deemed to be Material Subsidiaries) to execute the Guaranty to cause the Guarantors to account for at least 80% of Consolidated EBITDA, and (ii) within 30 days thereafter, deliver to the Administrative Agent, upon the request of the Administrative Agent in substantially its sole discretion, a signed copy of a favorable opinion, addressed to the form Administrative Agent and the Lenders, of Exhibit C heretocounsel for the Loan Parties acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request. (b) So long as the Ratings are lower than BBB- and Baa3, then upon the formation or acquisition of any new direct or indirect Material Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, the Borrower shall, at the Borrower’s expense: (i) within 10 days after such formation or acquisition or such other Subsidiary becoming a Material Subsidiary, cause such Material Subsidiary, 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 supplement or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Borrower’s Obligations under the Loan Documents, provided that upon the and (ii) within 30 days after such formation or acquisition of any Limited or such Subsidiary becoming a Material Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, upon the request of the Proposed Unencumbered Asset, (2) Administrative Agent in its sole discretion, a certificate signed copy of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficienciesa favorable opinion, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered addressed to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably the Lenders, of counsel for the Loan Parties acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached as to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long matters as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request. (c) If at any time after the provisions of Section 6.12(a) and Section 6.12(b) have become operative, (i) the Ratings shall increase to at least BBB- and Baa3 for a period of at least one year and (ii) at such time there is no Indebtedness of the Borrower then Guaranteed by a Subsidiary pursuant to Section 7.02(c), then any Guaranties entered into pursuant to Section 6.12(a) and Section 6.12(b) shall be released; provided that the requirements of Section 6.12(a) and Section 6.12(b) shall remain in effect. (d) Upon the Disposition of any Guarantor that is permitted by Section 7.03, the Guaranty of such Guarantor shall be released.

Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense: (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. (ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary. (iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: (A) within 10 days after such request, furnish to the Administrative Agent the following items: (1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset, (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (vx) such Asset satisfies all Unencumbered Asset Conditions, and (wy) the addition of such Proposed Unencumbered Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, (3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance, (4) a current record owner and lien search performed by a title insurer reasonably acceptable to each of the Administrative Agent showing that the applicable Loan Party is the current record title holder items set forth in Sections 3.01(a)(iii) and, if applicable, (x), mutatis mutandis, in each case in respect of such Asset and showing no Liens of record other than Permitted Liens,Proposed Unencumbered Asset, and (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and (6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable; provided, however, that, notwithstanding the foregoing, that the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), clause (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Administrative Agent or the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding the failure to satisfy either or both of such failureconditions; and (B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.