Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. The Loan Parties will cause each of their 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 Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding anything to the contrary in this Section 6.13, with respect to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event to, 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 sole discretion)) , become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty not less than five (305) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable sole discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially (i) a Joinder Agreement, together with other Loan Documents reasonably requested by Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the same documentation required pursuant Lien of Administrative Agent in all Collateral of such Subsidiary, subject to Sections 4.01 any limitations on Collateral set forth in the Loan Documents; (ii) Uniform Commercial Code financing statements and 6.14 original collateral (including pledged Equity Interests, other securities and Instruments) and such other documents or and agreements as may be reasonably required by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all Collateral in which such Subsidiary has an interest consistent with the Administrative Agent may reasonably request. Notwithstanding anything to the contrary in this Section 6.13, with respect to the Acquisition terms of CEE, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after Documents executed on the Closing Date (and subject to any limitations on Collateral set forth therein); (ziii) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel to such Subsidiary addressed to Administrative Agent and the Lenders, in form and substance reasonably acceptable to Administrative Agent and substantially similar to those opinions of counsel delivered on the Closing Date; and (iv) current copies of the Organization Documents of such Subsidiary, resolutions of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 6.14, all certified by a Responsible officer of Borrower. For the avoidance of doubt, (i) no Excluded Subsidiary shall be required to guarantee or pledge its assets for any Obligations of a Loan Party that is a United States person within the meaning of Section 7701(a)(30) of the Code, (ii) any applicable Loan Party that directly owns the issued and outstanding Equity Interests of an Excluded Subsidiary shall be required to pledge not more than 65% of the issued and outstanding voting Equity Interests in such Excluded Subsidiary and 100% of the issued and outstanding non-voting Equity Interests in such Excluded Subsidiary to secure the Obligations of such Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commissioniii) in no event shall any Equity Interests of any Excluded Subsidiary not owned directly by Loan Party be required to be pledged hereunder.

Covenant to Guarantee Obligations. The Loan Parties will cause (a) Cause the following Restricted Subsidiaries to guarantee the Obligations (each a "SUBSIDIARY GUARANTOR"): such Restricted Subsidiaries as shall constitute (x) at least 95% of their the Consolidated EBITDA of the Company and its Domestic Subsidiaries whether newly formed(excluding, after acquired or otherwise existing for the purposes of such calculation, all Unrestricted Subsidiaries, but including any Subsidiaries that were, at one time, designated as Unrestricted Subsidiaries, but have been redesignated as Restricted Subsidiaries pursuant to promptly Section 6.14) for the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01 and (y) at least 95% of the Total Assets of the Company and in its Domestic Subsidiaries (excluding, for the purposes of such calculation, all Unrestricted Subsidiaries, but including any event within thirty Subsidiaries that were, at one time, designated as Unrestricted Subsidiaries, but have been redesignated as Restricted Subsidiaries pursuant to Section 6.14) as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 6.01. Notwithstanding the foregoing, (30i) days after any Restricted Subsidiary that is a guarantor of any Permitted Subordinated Indebtedness shall also be required to be a Subsidiary Guarantor, (ii) no Subsidiary shall be required to be a Subsidiary Guarantor if such Subsidiary is formed a Foreign Subsidiary or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution Domestic Subsidiary of a Joinder Agreement; provided, however, Foreign Subsidiary and (iii) no Subsidiary formed with the intent of becoming an Excluded Restricted Subsidiary that meets is prohibited from guaranteeing the requirements Obligations pursuant to be an Excluded Subsidiary documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or Subsidiary Guarantor for so long as such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding anything to the contrary in this Section 6.13, with respect to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange CommissionIndebtedness remains outstanding.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within Within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as is agreed to by the Administrative Agent in its reasonable sole discretion) after the acquisition or formation of any Domestic Subsidiary (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section 6.13)) , cause such Person to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice Guarantor (subject to the Administrative Agent within thirty (30) days (or such longer period last sentence of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Personthis Section 6.13). In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, Organization Documents, resolutions, incumbency certificates, good standing certificates, lien searches, searches of Intellectual Property records and substantially the same documentation otherwise required pursuant to Sections 4.01 Section 6.13 and Section 6.14 (including applicable Mortgages and Mortgaged Property Security Documents) and, to the extent required by the Administrative Agent, favorable opinions of counsel to such Person (which should cover, among other documents things, the legality, binding effect and enforceability), all in form, content and scope satisfactory to the Administrative Agent. It is understood and agreed that, to the extent that, as of the last day of any Measurement Period for which financial statements were required to be delivered pursuant to Section 6.01(a) or agreements (b), the Consolidated EBITDA for such Measurement Period attributable to all Loan Parties in the aggregate does not equal or exceed seventy percent (70%) of Consolidated EBITDA for such Measurement Period, the Company shall within thirty (30) days (or such longer period of time as is agreed to by the Administrative Agent may reasonably request. Notwithstanding anything in its sole discretion) cause Subsidiaries that would otherwise be classified as Excluded Subsidiaries to become Guarantors in accordance with the foregoing provisions of Section 6.13 to the contrary in this Section 6.13, with respect extent necessary so that the Consolidated EBITDA that is attributable only to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 is equal to or exceeds seventy percent (x70%) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel Consolidated EBITDA for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commissionsuch Measurement Period.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Material Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Material Subsidiary is formed or acquired or becomes a Material Subsidiary (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty not less than ten (3010) days prior to creating a Material Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary ), or acquiring the Equity Interests of any other PersonPerson (other than Investments permitted to be made under Section 7.03(a)). In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 4.01(b) – (g), (i) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding anything For the avoidance of doubt, no provision herein shall give the Parent Company the right to take any action prohibited by Section 7.19. If at any time all of the contrary Domestic Subsidiaries of the Borrower which are not Guarantors account for more than fifteen percent (15%) of the total assets or more than fifteen percent (15%) of the Consolidated EBITDA of the Borrower and its Subsidiaries in the aggregate, the Borrower shall designate one or more Domestic Subsidiaries as a Material Subsidiary (and cause such Subsidiary to become a Guarantor by delivering all of the documentation required in this Section 6.13, with respect to ) such that the Acquisition Domestic Subsidiaries of CEE, the Loan Parties shall cause LH Merger Sub 2 to Borrower which are not Guarantors account for fifteen percent (x15%) complete or less of the total assets and fifteen percent (15%) or less of the Consolidated EBITDA of the Borrower and its Subsidiaries in the aggregate at all planned mergers and name changes with respect to CEE no later than fourteen (14) days after times. As of the Closing Date, (y) enter into a Joinder Agreement and deliver all the Borrower does not have any Material Subsidiaries other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange CommissionOpenFit.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within Within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as is agreed to by the Administrative Agent in its reasonable sole discretion) after the acquisition or formation of any Domestic Subsidiary (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section 6.13)) , cause such Person to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice Guarantor (subject to the Administrative Agent within thirty (30) days (or such longer period last sentence of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Personthis Section 6.13). In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 4.01(b) and (g) and Section 6.14 (including applicable Mortgages and Mortgaged Property Security Documents) and, to the extent required by the Administrative Agent, favorable opinions of counsel to such Person (which should cover, among other documents things, the legality, binding effect and enforceability), all in form, content and scope satisfactory to the Administrative Agent. It is understood and agreed that, to the extent that, as of the last day of any Measurement Period for which financial statements were required to be delivered pursuant to Section 6.01(a) or agreements (b), the Consolidated EBITDA for such Measurement Period attributable to all Loan Parties in the aggregate does not equal or exceed seventy percent (70%) of Consolidated EBITDA for such Measurement Period, the Company shall within thirty (30) days (or such longer period of time as is agreed to by the Administrative Agent may reasonably request. Notwithstanding anything in its sole discretion) cause Subsidiaries that would otherwise be classified as Excluded Subsidiaries to become Guarantors in accordance with the foregoing provisions of Section 6.13 to the contrary in this Section 6.13, with respect extent necessary so that the Consolidated EBITDA that is attributable only to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 is equal to or exceeds seventy percent (x70%) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel Consolidated EBITDA for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commissionsuch Measurement Period.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries organized in a Collateral Jurisdiction (to the extent such Subsidiaries are not BrightLoop Entities, Immaterial Subsidiaries or Captive Insurance Subsidiaries), whether newly formed, after after-acquired or otherwise existing (including any Subsidiary that previously was an Immaterial Subsidiary to the extent required pursuant to Section 7.16), to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired or ceases to be an Immaterial Subsidiary in accordance with Section 7.16 (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretionPermitted Discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; providedAgreement or such other documents, however, no Subsidiary formed instruments and agreements as the Administrative Agent reasonably may deem necessary or appropriate with the intent of becoming an Excluded Subsidiary that meets the requirements respect to joinder documents to be an Excluded Subsidiary shall be required to become a Guarantorgoverned by the law of the applicable Collateral Jurisdiction. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within not less than thirty (30) days (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretionPermitted Discretion) after prior to creating a Subsidiary, causing any Subsidiary that previously was an Immaterial Subsidiary in accordance with Section 7.16, or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding anything to the contrary in this Section 6.13, with respect to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date4.01(b), (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty d), (20) days after the Closing Date and f), (z) deliver membership certificates evidencing the Pledged Equity of CEEg), Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant to(h), and in accordance with, Sections 6.14(a)(ii) and (d)(iin). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their 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 Lender in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing (and then, only upon the reasonable request of the Lender), (ii) no Subsidiary formed that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations or as otherwise limited in Section 9.01, (biii) without limiting the intent foregoing, neither Astronova Portugal nor MTEX shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations unless an Event of becoming an Excluded Subsidiary that meets Default has occurred and is continuing (and then, only upon the requirements to be an Excluded reasonable request of the Lender) and (iiiiv) no Immaterial Subsidiary shall be required to become a GuarantorGuarantor unless an Event of Default has occurred and is continuing (and then, only upon the reasonable request of the Lender). In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty Lender not less than ten (3010) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent Lender in its reasonable discretion) after creating a Subsidiary ), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative AgentLender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 4.01(b) and (e) and 6.14 and such other documents or agreements as the Administrative Agent Lender may reasonably request. Notwithstanding anything to the contrary in this Section 6.13, with respect to the Acquisition of CEEincluding without limitation, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Dateupdated Schedules 1.01(b), (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE5.10, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant to5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), and in accordance with, Sections 6.14(a)(ii) and (d)(ii5.20(g). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their 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 Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding anything to the contrary in this Section 6.13, with respect to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Covenant to Guarantee Obligations. The Loan Parties will After the date hereof, upon (i) the formation or acquisition of any Material Domestic Subsidiary that is a First Tier Domestic Subsidiary or a Second Tier Domestic Subsidiary, or (ii) a Subsidiary becoming a Material Domestic Subsidiary that is either a First Tier Domestic Subsidiary or a Second Tier Domestic Subsidiary, at the Borrower’s expense: (A) within 10 Business Days after such formation or acquisition or, in case of clause (ii) above, within 10 days after the delivery of the financial statements required by Section 5.01(d) for the fiscal quarter during which such Subsidiary becomes a Material Domestic Subsidiary that is a First Tier Subsidiary or a Second Tier Subsidiary, cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing such Material Domestic Subsidiary to promptly (execute 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 Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice deliver to the Administrative Agent within thirty (30) days (or such longer period of time as agreed a supplement to by the Guarantee, in form and substance reasonably satisfactory to the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring Agent, guaranteeing the Equity Interests of any other Person. In connection with the foregoing, Loan Parties’ Obligations under the Loan Parties shall Documents (each a “Guarantee Supplement”); (B) within 60 days after such request, formation or acquisition, deliver to the Administrative Agent, with respect to each new Guarantor upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the extent applicableAdministrative Agent and the Banks, substantially of counsel for the same documentation required pursuant Loan Parties reasonably acceptable to Sections 4.01 the Administrative Agent as to (1) such Guarantee Supplement being the legal, valid and 6.14 binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (2) such other documents or agreements matters as the Administrative Agent may reasonably request; and (C) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each such additional Subsidiary Guarantor to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each such additional Subsidiary Guarantor to take, all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of the Guarantee. Notwithstanding anything In addition, the Borrower (i) shall comply with the requirements set forth in the definition of “Subsidiary Guarantor” and (ii) may cause any other Subsidiary to become a Subsidiary Guarantor by delivering a Guarantee Supplement to the contrary in this Section 6.13Guarantee and within 60 days thereafter, with respect deliver to the Acquisition Administrative Agent, upon the request of CEEthe Administrative Agent in its sole discretion, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related Parties, addressed to the Administrative Agent and the Banks and reasonably acceptable to the Administrative Agent as to (A) such Guarantee Supplement being the legal, valid and binding obligations of each additional Subsidiary Guarantor party thereto pursuant to, and enforceable in accordance with, Sections 6.14(a)(ii) with its terms and (d)(ii). [***] Confidential treatment has been requested for B) such other matters as the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange CommissionAdministrative Agent may reasonably request.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within Within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as is agreed to by the Administrative Agent in its reasonable sole discretion) after the acquisition or formation of any Domestic Subsidiary (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section 6.13)) , cause such Person to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice Guarantor (subject to the Administrative Agent within thirty (30) days (or such longer period last sentence of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Personthis Section 6.13). In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 4.01(b) and (g) and Section 6.14 (including applicable Mortgages and Mortgaged Property Security Documents) and favorable opinions of counsel to such Person (which should cover, among other documents things, the legality, binding effect and enforceability), all in form, content and scope satisfactory to the Administrative Agent. It is understood and agreed that, to the extent that, as of the last day of any Measurement Period for which financial statements were required to be delivered pursuant to Section 6.01(a) or agreements (b), the Consolidated EBITDA for such Measurement Period attributable to all Loan Parties in the aggregate does not equal or exceed seventy percent (70%) of Consolidated EBITDA for such Measurement Period, the Company shall within thirty (30) days (or such longer period of time as is agreed to by the Administrative Agent may reasonably request. Notwithstanding anything in its sole discretion) cause Subsidiaries that would otherwise be classified as Excluded Subsidiaries to become Guarantors in accordance with the foregoing provisions of Section 6.13 to the contrary in this Section 6.13, with respect extent necessary so that the Consolidated EBITDA that is attributable only to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 is equal to or exceeds seventy percent (x70%) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel Consolidated EBITDA for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commissionsuch Measurement Period.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any CFC) whether newly formed, created pursuant to a limited liability company division, after acquired or otherwise existing to promptly (and in any event within thirty sixty (3060) 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 Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty not less than ten (3010) days prior to creating (including, without limitation, pursuant to a limited liability company division) a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary ), or acquiring the Equity Interests of any other PersonPerson if such Subsidiary or other Person is required to become a Guarantor hereunder. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 4.01(b) – (e) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(c), 5.10, 5.12, 5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h). Notwithstanding anything the foregoing, no Subsidiary shall be required to become a Guarantor hereunder so long as the contrary in this Section 6.13, with respect aggregate amount of Consolidated EBITDA attributable to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 on a Consolidated basis equals or exceeds 80% of Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended Measurement Period for which financial statements have been delivered pursuant to Section 6.01(a) or (x) complete all planned mergers and name changes with respect b), as applicable. If the aggregate amount of Consolidated EBITDA attributable to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant toon a Consolidated basis is less than 80% of Consolidated EBITDA of the Borrower and its Subsidiaries, measured as of the end of any Measurement Period, then the Borrower shall give notice of such occurrence to the Administrative Agent concurrently with its delivery of a Compliance Certificate for such Measurement Period, and within sixty (60) days thereafter, the Borrower shall cause one or more of its Subsidiaries to become Guarantors in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities foregoing paragraph such that after such Subsidiaries become Guarantors, the aggregate amount of Consolidated EBITDA attributable to the Loan Parties (including any such new Guarantors) on a Consolidated basis will, on a pro forma basis, equal or exceed 80% of Consolidated EBITDA of the Borrower and Exchange Commissionits Subsidiaries.

Covenant to Guarantee Obligations. The Unless the Administrative Agent otherwise agrees, the Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired (including by way of division) 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 sole discretion)) become a Guarantor hereunder by way of execution of a Joinder AgreementAgreement or such other joinder documents as the Administrative Agent shall deem appropriate for such purpose; provided, however, (a) no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would (i) result in a material adverse tax consequence for the Borrower or (ii) conflict with any mandatory fiduciary duties of such Foreign Subsidiary’s directors or contravene any legal prohibition, provided that in each case the Borrower and the relevant Foreign Subsidiary shall use reasonable efforts to overcome any such obstacle so that such Foreign Subsidiary may become a Guarantor in the manner contemplated by this Section, (b) Bagatelle Little West 12th, LLC shall not be required to become a Guarantor if and for so long as the terms of its Organization Documents existing on the Closing Date (and not entered into in contemplation of this Agreement and the other Loan Documents) prohibit it from becoming a Guarantor without the consent of the holders of its Equity Interests that are not Loan Parties or Affiliates of Loan Parties (other than Persons that are Affiliates of a Loan Party solely as a result of ownership of the Equity Interests of Bagatelle Little West 12th, LLC) and such consent has not been obtained, and (c) each of Bridge Hospitality, LLC, JEC II, LLC and STK DC, LLC shall not be required to become a Guarantor for so long as it has no assets, operations or net income other than de minimis assets, operations or net income (and if any Person identified in clauses (b) and (c) ceases to qualify for exclusion as a Guarantor, it shall become a Guarantor in accordance with this Section within thirty (30) days after such exclusion ceases to apply). In connection therewith, the Loan Parties shall give prompt notice to the Administrative Agent within thirty (30) days (of the creation or such longer period acquisition of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary Subsidiary, or acquiring acquisition of the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 4.01(b), (c), (e) and (f) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding anything to the contrary in this Section 6.13, with respect to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.