Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. (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 the Consolidated EBITDA of the Company and its Domestic Subsidiaries (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 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, (i) 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 a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the Company, the Company shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer period as the Administrative Agent may agree in its reasonable discretion), will at the Company's expense cause any new Subsidiary Guarantors to duly execute and deliver to the Administrative Agent a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guaranty.

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 Subsidiary is formed or acquired or otherwise 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 that (a) Cause no Foreign Subsidiary shall be required to become a Guarantor to the following Restricted extent (i) such Guaranty would result in a material adverse tax or regulatory consequence for any Loan Party or any of its Subsidiaries or (ii) a material impediment to such Foreign Subsidiary becoming a Guarantor (including, without limitation, repatriation limitations) exists under the Laws governing such Foreign Subsidiary and (b) the Loan Parties shall designate one or more Subsidiaries (other than Foreign Subsidiaries subject to clause (a) above) as Material Subsidiaries and cause such Subsidiaries to guarantee become Guarantors and take such additional actions of the type described below in this Section to the extent necessary to cause the Obligations (each a "SUBSIDIARY GUARANTOR"): such Restricted of the Borrower to be guaranteed by, and secured by the assets of Subsidiaries as shall constitute (x) that, together with the Borrower, account for at least 95(i) 90% of the Consolidated EBITDA total assets of the Company Borrower and its Domestic Subsidiaries on a Consolidated basis (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 Section 6.14) calculated as of the last day of the Measurement Period most recently ended on or before such date), or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower and (ii) 90% of the revenue of the Borrower and its Subsidiaries on a Consolidated basis (calculated for the Measurement Period most recently ended on or before such date) or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower. For purposes of the foregoing calculations, (x) assets shall be determined as of the last day of the most recently ended fiscal quarter for which financial information is available, (y) revenues shall be determined on a Pro Forma Basis using the results of the Measurement Period of the Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.01. Notwithstanding information is available, and (z) the foregoing, (i) any Restricted Subsidiary that is a guarantor assets and revenues of any Permitted Subordinated Indebtedness shall also be required to be a Subsidiary Guarantor, (ii) no Subsidiary shall not be required deemed to be a Subsidiary Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary include the assets and revenue of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in its Subsidiaries. In connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the Companytherewith, the Company Loan Parties shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant give notice to the provisions of Section 6.12(aAdministrative Agent not less than ten (10) days prior to become creating a Material Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer period later date as agreed to by the Administrative Agent may agree in its reasonable discretion), will at or acquiring the Company's expense cause Equity Interests of any new Subsidiary Guarantors to duly execute and other Person who is a Material Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent a guaranty Agent, with respect to each new Guarantor to the extent applicable, substantially in the form of Exhibit G same documentation required pursuant to Sections 4.01(b) – (either directly or via a guaranty supplementf), (k) or and 6.13 and such other form of guaranty documents or guaranty supplement to guarantee the Obligations in form and substance reasonably satisfactory to agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(c), 5.19(a), 5.19(b), 5.20(c), and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guaranty5.20(d).

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 Subsidiary is formed or acquired or otherwise 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 that (a) Cause no Foreign Subsidiary shall be required to become a Guarantor to the following Restricted extent (i) such Guaranty would result in a material adverse tax or regulatory consequence for any Loan Party or any of its Subsidiaries or (ii) a material impediment to such Foreign Subsidiary becoming a Guarantor (including, without limitation, repatriation limitations) exists under the Laws governing such Foreign Subsidiary and (b) the Loan Parties shall designate one or more Subsidiaries (other than Foreign Subsidiaries subject to clause (a) above) as Material Subsidiaries and cause such Subsidiaries to guarantee become Guarantors and take such additional actions of the type described below in this Section to the extent necessary to cause the Obligations (each a "SUBSIDIARY GUARANTOR"): such Restricted of the Borrower to be guaranteed by, and secured by the assets of Subsidiaries as shall constitute (x) that, together with the Borrower, account for at least 95(i) 90% of the Consolidated EBITDA total assets of the Company Borrower and its Domestic Subsidiaries on a Consolidated basis (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 Section 6.14) calculated as of the last day of the Measurement Period most recently ended on or before such date), or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower and (ii) 90% of the revenue of the Borrower and its Subsidiaries on a Consolidated basis (calculated for the Measurement Period most recently ended on or before such date) or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower. For purposes of the foregoing calculations, (x) assets shall be determined as of the last day of the most recently ended fiscal quarter for which financial information is available, (y) revenues shall be determined on a Pro Forma Basis using the results of the Measurement Period of the Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.01. Notwithstanding information is available, and (z) the foregoing, (i) any Restricted Subsidiary that is a guarantor assets and revenues of any Permitted Subordinated Indebtedness shall also be required to be a Subsidiary Guarantor, (ii) no Subsidiary shall not be required deemed to be a Subsidiary Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary include the assets and revenue of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in its Subsidiaries. In connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the Companytherewith, the Company Loan Parties shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant give notice to the provisions of Section 6.12(aAdministrative Agent not less than ten (10) days prior to become creating a Material Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer shorter period of time as agreed to by the Administrative Agent may agree in its reasonable discretion), will at or acquiring the Company's expense cause Equity Interests of any new Subsidiary Guarantors to duly execute and other Person who is a Material Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent a guaranty Agent, with respect to each new Guarantor to the extent applicable, substantially in the form of Exhibit G same documentation required pursuant to Sections 4.01(b) – (either directly or via a guaranty supplementf), (k) or and 6.13 and such other form of guaranty documents or guaranty supplement to guarantee the Obligations in form and substance reasonably satisfactory to agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(c), 5.19(a), 5.19(b), 5.20(c), and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guaranty5.20(d).

Covenant to Guarantee Obligations. (a) Cause the following Restricted Subsidiaries to guarantee the Obligations Within forty-five (each a "SUBSIDIARY GUARANTOR"): such Restricted Subsidiaries as shall constitute (x45) at least 95% of the Consolidated EBITDA of the Company and its Domestic Subsidiaries (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 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, (i) 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 a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the Company, the Company shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer period later date as the Administrative Agent may agree in its sole discretion) after (x) the acquisition or formation of any Restricted Subsidiary (other than an Excluded Subsidiary) or (y) the date on which any Excluded Subsidiary ceases to 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), will at the Company's expense cause any new Subsidiary Guarantors to duly execute and deliver to the Administrative Agent a guaranty substantially such Organization Documents, resolutions and favorable opinions of counsel, all in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Obligations in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided that notwithstanding anything to the contrary contained in this Agreement or any other 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. (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, it being understood and agreed Company reasonably agree that each Subsidiary the burden or cost of such Person providing the Guaranty shall outweigh the benefits to be obtained by the Lenders therefrom) that is required 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), (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 be the Administrative Agent a Subsidiary Guarantor on Joinder Agreement or such other documents as the Closing Date Administrative Agent shall duly execute deem reasonably appropriate for such purpose and (ii) upon the request of the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent a Subsidiary Guaranty on such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Closing DateAdministrative Agent; provided that notwithstanding anything to the contrary contained in connection with this Agreement or any acquisition other Loan Document, no Specified Subsidiary shall be required to provide a Guarantee in respect of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to of the provisions of Section 6.12(a) to become a Subsidiary Guarantor, Obligations other than the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary GuarantyNon-U.S. Obligations.

Covenant to Guarantee Obligations. At the Borrower’s expense, take all action necessary or reasonably requested by the Lender to ensure that the Guarantee Requirement continues to be satisfied, including: (a) Cause Upon the following Restricted Subsidiaries to guarantee the Obligations (each a "SUBSIDIARY GUARANTOR"): such Restricted Subsidiaries as shall constitute (x) at least 95% of the Consolidated EBITDA of the Company and its Domestic Subsidiaries (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 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, (i) any Restricted Subsidiary that is a guarantor formation or acquisition of any Permitted Subordinated Indebtedness shall also be required to be a new direct or indirect Wholly Owned Subsidiary Guarantorby any Loan Party (in each case, (ii) no Subsidiary shall be required to be a Subsidiary Guarantor if such Subsidiary is a Foreign other than an Unrestricted Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the Companyan Excluded Subsidiary), the Company shall determine whether designation in accordance with Section 6.14 of any existing direct or indirect wholly-owned Subsidiary as a Restricted Companies that are not currently Subsidiary, or any Immaterial Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors andbecoming a Material Subsidiary, within 30 thirty (30) days after the end of such fiscal quarter (formation, acquisition, designation or occurrence or such longer period as the Administrative Agent Lender may agree in its reasonable discretion). (b) [Reserved]. (c) After the Closing Date, will at if (x) any Wholly Owned Subsidiary that is a Restricted Subsidiary or (y) any non-Wholly Owned Subsidiary that is a Restricted Subsidiary which has Guarantee Obligations in respect of any capital markets debt securities of the Company's expense Borrower or any Restricted Subsidiary, in either case, other than a Guarantor, shall, in either case, have a Guarantee Obligations in respect of any Indebtedness of the Borrower or any other Guarantor then: (i) within 30 days of the incurrence of such Guarantee Obligation, the Borrower shall cause any new such Restricted Subsidiary Guarantors to duly execute and deliver to the Administrative Agent Lender a guaranty substantially supplemental document providing for a senior Guarantee by such Restricted Subsidiary (unless such Restricted Subsidiary’s Guarantee Obligations in respect of Indebtedness of the form Borrower or any other Guarantor is by its express terms subordinated in right of Exhibit G (either directly or via a guaranty supplement) payment to the Loans or such Restricted Subsidiary’s Guarantee) providing that such Restricted Subsidiary’s Guarantee Obligation is subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Loans or such Guarantor’s Guarantee; and (ii) such Restricted Subsidiary shall waive and will not in any manner whatsoever claim or take the benefit or advantage of any rights of reimbursement, indemnity or subrogation or any other form rights against the Borrower or any other Restricted Subsidiary as a result of guaranty or guaranty supplement to guarantee any payment by such Restricted Subsidiary under its Guarantee Obligations until payment in full of the Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Dateunder this Agreement; provided that this Section 6.11(c) shall not be applicable to any Guarantee Obligation of a Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with any acquisition of any with, or in contemplation of, such Person becoming a Restricted CompanySubsidiary. The Borrower may elect, if in its sole discretion, to cause any Subsidiary that is not already otherwise required to be a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shallin which case, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not only be required to be Subsidiary Guarantors pursuant to comply with the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guaranty30-day period described above.

Covenant to Guarantee Obligations. 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 sole discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement or such other joinder documents as the Administrative Agent shall deem appropriate for such purpose; provided, however, (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 the Consolidated EBITDA of the Company and its Domestic Subsidiaries (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 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, (i) 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 a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof 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 such Indebtedness remains outstanding. 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) At 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 end of each fiscal quarter Loan Parties shall give prompt notice to the Administrative Agent of the Companycreation or acquisition of a Subsidiary, or acquisition of the Equity Interests of any other Person. In connection with the foregoing, the Company Loan Parties shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be requireddeliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to the provisions of Section 6.12(aSections 4.01(b), (c), (e) to become Subsidiary Guarantors and, within 30 days after the end of and (f) and 6.14 and such fiscal quarter (other documents or such longer period agreements as the Administrative Agent may agree in its reasonable discretion), will at the Company's expense cause any new Subsidiary Guarantors to duly execute and deliver to the Administrative Agent a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guarantyrequest.

Covenant to Guarantee Obligations. Except in respect of Fabrinet Thailand, for which the provisions of Section 6.18(a) shall govern exclusively, theThe Company will cause each of its Material Subsidiaries (aother than any Excluded Subsidiary) Cause whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Material Subsidiary (other than any Excluded Subsidiary) is formed or acquired (or such longer period of time as agreed to by the following Restricted Subsidiaries Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided that in the case of any Thai Material Subsidiary that is required under the Foreign Business Act B.E. 2542 (1999), as amended, to guarantee obtain a Thai Guarantee License in order to become a Guarantor hereunder, the Obligations (Guaranty of such Thai Material Subsidiary shall not be effective until such Thai Material Subsidiary shall have obtained a Thai Guarantee License and each a "SUBSIDIARY GUARANTOR"): such Restricted Subsidiaries as shall constitute (x) at least 95% of the Consolidated EBITDA of the Company and the relevant Thai Material Subsidiary shall use its Domestic Subsidiaries best efforts to promptly obtain the Thai Guarantee License (excludingand the time period for such Thai Material Subsidiary to become a Guarantor hereunder shall be automatically extended to permit the Thai Material Subsidiary to obtain such Thai Guarantee License and satisfy the other requirements of this Section 6.13). In connection therewith, for the purposes Company shall give notice to the Administrative Agent not less than five (5) days (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) prior to creating or acquiring a Material Subsidiary (which such calculationnotice shall include, all Unrestricted Subsidiariesas applicable, but including any Subsidiaries notice that weresuch Material Subsidiary shall constitute an Excluded Subsidiary). In connection with the Joinder Agreement and concurrently therewith, at one timethe Company shall deliver to the Administrative Agent, designated as Unrestricted Subsidiarieswith respect to each new Guarantor, but have been redesignated as Restricted Subsidiaries to the extent applicable, (a) substantially the same documentation required pursuant to Section Sections 4.01(b) – (f) and 6.14, (b) for such updates to the four fiscal quarters most recently ended for which financial statements have been delivered pursuant Disclosure Letter as may be necessary with respect to Section 6.01 such Guarantor and (yc) at least 95% such other documents or agreements as the Administrative Agent may reasonably request; provided that in the case of any Thai Material Subsidiary, such Thai Material Subsidiary shall also promptly deliver to the Total Assets Administrative Agent certified copies of the Company and its Domestic Subsidiaries (excluding, 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 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, (i) any Restricted a Thai Guarantee License (to the extent that such Thai Material Subsidiary that is required under the Foreign Business Act B.E. 2542 (1999), as amended, to obtain a guarantor of any Permitted Subordinated Indebtedness shall also be required to be a Subsidiary Guarantor, Thai Guarantee License) and (ii) a BOT Approval in Principle. For the avoidance of doubt, in no event shall an Excluded Subsidiary shall be required to be a Subsidiary Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstandingGuarantor. (b) At the end of each fiscal quarter of the Company, the Company shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer period as the Administrative Agent may agree in its reasonable discretion), will at the Company's expense cause any new Subsidiary Guarantors to duly execute and deliver to the Administrative Agent a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guaranty.

Covenant to Guarantee Obligations. If after the Closing Date, based on the most recent consolidated financial statements of the Borrower provided or required to be provided to the Administrative Agent pursuant to Section 6.01, the Consolidated EBITDA and the Consolidated Total Net Assets of the Loan Parties (acalculated only in respect of the Borrower and all Subsidiaries that are Guarantors) Cause do not represent at least eighty-five per cent (85.0%) of the following Restricted Consolidated EBITDA and the Consolidated Total Net Assets, respectively, of the Borrower, then the Borrower shall cause one or more of its Subsidiaries to guarantee become a Guarantor hereunder by executing and delivering a subsidiary guarantor joinder agreement substantially in the Obligations form attached hereto as Exhibit F within thirty (each 30) days from such determination so that, on a "SUBSIDIARY GUARANTOR"): pro forma basis after any such Restricted Subsidiaries as shall constitute (x) Subsidiary becomes a Guarantor, the Consolidated EBITDA and the Consolidated Total Net Assets of the Borrower and the Guarantors would represent at least 95% eighty-five per cent (85.0%) of the Consolidated EBITDA and the Consolidated Total Net Assets of the Borrower. The Borrower shall have the right, at any time and from time to time, as of the last day of any fiscal quarter (such date, the “reference date”), to request by written notice to the Administrative Agent the release of one or more Guarantors (any such Guarantor, a “Reference Guarantor”), other than any Guarantor that has total net assets in excess of five per cent (5%) of Consolidated Total Net Assets of the Borrower and its Subsidiaries or whose portion of Consolidated EBITDA exceeds five per cent (5%) of the Consolidated EBITDA of the Company Borrower and its Domestic Subsidiaries (excluding, 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 Section 6.14) for the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01 based upon and (y) at least 95% of the Total Assets of the Company and its Domestic Subsidiaries (excluding, 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 Section 6.14) as of the last day date of delivery of the fiscal quarter most recently ended for which recent consolidated financial statements have been delivered of the Borrower furnished pursuant to Section 6.01. Notwithstanding ), from its obligations under the foregoingLoan Documents, but only to the extent that, (i) any Restricted Subsidiary that is a guarantor after giving effect to the proposed release of any Permitted Subordinated Indebtedness shall also be required to be a Subsidiary Guarantorsuch Reference Guarantor as Guarantor hereunder, the Consolidated EBITDA of the Loan Parties for the Measurement Period ended on the reference date represents at least eighty-five per cent (85.0%) of the Consolidated EBITDA of the Loan Parties for the Measurement Period ended on the reference date, and the Consolidated Total Net Assets of the Loan Parties as of the reference date represent at least eighty-five per cent (85.0%) of the Consolidated Total Net Assets of the Loan Parties, (ii) at the time of, and after giving effect to, such proposed release and discharge, no Subsidiary Default or Event of Default shall be required to be a Subsidiary Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and exist, (iii) no Restricted Subsidiary that amount is prohibited from guaranteeing the Obligations pursuant to documents governing then due and payable under any Indebtedness assumed in connection with a Permitted Acquisition Guaranty hereunder, and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (biv) At the end of each fiscal quarter of the Company, the Company shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer period as the Administrative Agent may agree (for further distribution to the Lenders) shall have received a certificate of a Responsible Officer of the Parent certifying as to the matters set forth in its reasonable discretionclauses (i) through (iii), will at the Company's expense cause any new Subsidiary Guarantors to duly execute and deliver to the Administrative Agent a guaranty substantially which in the form case of Exhibit G clause (either directly or via a guaranty supplementi) or shall include detailed calculations evidencing such other form compliance. Upon delivery of guaranty or guaranty supplement to guarantee any such written notice by the Obligations in form and substance reasonably satisfactory Borrower to the Administrative Agent and the CompanyLenders (together with calculations in reasonable detail to that effect and compliance with the foregoing requirements), it being understood the Administrative Agent shall, if instructed by all Lenders in their reasonable discretion, at the sole cost and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on expense of the Closing Date shall duly Borrower, take such actions and execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Companysuch agreements, if any Subsidiary that is not already a Subsidiary Guarantor shall instruments and documents as may be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shallnecessary (and, in each case at case, as reasonably requested by the Company's expense and within 30 days of being so required, cause Borrower) in order to evidence any such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guarantyrelease.

Covenant to Guarantee Obligations. (a) Cause the following Restricted Subsidiaries to guarantee the Obligations Within forty-five (each a "SUBSIDIARY GUARANTOR"): such Restricted Subsidiaries as shall constitute (x45) at least 95% of the Consolidated EBITDA of the Company and its Domestic Subsidiaries (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 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, (i) 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 a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the Company, the Company shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer period later date as the Administrative Agent may agree in its sole discretion) after (x) the acquisition or formation of any Restricted Subsidiary (other than an Excluded Subsidiary) or (y) the date on which any Excluded Subsidiary ceases to 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), will at the Company's expense cause any new Subsidiary Guarantors to duly execute and deliver to the Administrative Agent a guaranty substantially such Organization Documents, resolutions and favorable opinions of counsel, all in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Obligations in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided that notwithstanding anything to the contrary contained in this Agreement or any other 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. (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 CompanyCompany reasonably agree that the burden or cost of such Person providing the Guaranty shall outweigh the benefits to be obtained by the Lenders therefrom) that is not a Guarantor provides a Guarantee in respect of any Additional Indebtedness issued by a Loan Party, it being understood 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), (i) become a U.S. Guarantor (if such Subsidiary is a U.S. Subsidiary and agreed 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 reasonably appropriate for such purpose and (ii) upon the request of the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that each notwithstanding anything to the contrary contained in this Agreement or any other 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 a Non-U.S. Guarantor (if such Subsidiary is a Non-U.S. Subsidiary or CHAR1\1847295v5 a CFC Holdco), as applicable, provided that the requirements set forth in the foregoing clause (a) applicable to any Subsidiary that is required to be a Subsidiary Guarantor on provide the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to such clause are satisfied, and (y) the provisions Subsidiaries set forth on Part A of Section 6.12(a) to become a Subsidiary Guarantor, the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company Schedule 6.19 shall determine at any time that certain Restricted Subsidiaries that are not be required to be Subsidiary Guarantors pursuant to comply with this Section 6.14 until the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary GuarantyPost-Closing Compliance Date.

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 Subsidiary is formed or acquired or otherwise 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 that (a) Cause no Foreign Subsidiary shall be required to become a Guarantor to the following Restricted extent (i) such Guaranty would result in a material adverse tax or regulatory consequence for any Loan Party or any of its Subsidiaries or (ii) a material impediment to such Foreign Subsidiary becoming a Guarantor (including, without limitation, repatriation limitations) exists under the Laws governing such Foreign Subsidiary and (b) the Loan Parties shall designate one or more Subsidiaries (other than Foreign Subsidiaries subject to clause (a) above) as Material Subsidiaries and cause such Subsidiaries to guarantee become Guarantors and take such additional actions of the type described below in this Section to the extent necessary to cause the Obligations (each a "SUBSIDIARY GUARANTOR"): such Restricted of the Borrower to be guaranteed by, and secured by the assets of Subsidiaries as shall constitute (x) that, together with the Borrower, account for at least 95(i) 90% of the Consolidated EBITDA total assets of the Company Borrower and its Domestic Subsidiaries on a Consolidated basis (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 Section 6.14) calculated as of the last day of the Measurement Period most recently ended on or before such date), or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower and (ii) 90% of the revenue of the Borrower and its Subsidiaries on a Consolidated basis (calculated for the Measurement Period most recently ended on or before such date) or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower. For purposes of the foregoing calculations, (x) assets shall be determined as of the last day of the most recently ended fiscal quarter for which financial information is available, (y) revenues shall be determined on a Pro Forma Basis using the results of the Measurement Period of the Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.01. Notwithstanding information is available, and (z) the foregoing, (i) any Restricted Subsidiary that is a guarantor assets and revenues of any Permitted Subordinated Indebtedness shall also be required to be a Subsidiary Guarantor, (ii) no Subsidiary shall not be required deemed to be a Subsidiary Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary include the assets and revenue of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in its Subsidiaries. In connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the Companytherewith, the Company Loan Parties shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant give notice to the provisions of Section 6.12(aAdministrative Agent not less than ten (10) days prior to become creating a Material Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer period later date as agreed to by the Administrative Agent may agree in its reasonable discretion), will at or acquiring the Company's expense cause Equity Interests of any new Subsidiary Guarantors to duly execute and other Person who is a Material Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent a guaranty Agent, with respect to each new Guarantor to the extent applicable, substantially in the form of Exhibit G same documentation required pursuant to Sections 4.01(b) - (either directly or via a guaranty supplementf), (k) or and 6.13 and such other form of guaranty documents or guaranty supplement to guarantee the Obligations in form and substance reasonably satisfactory to agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(c), 5.19(a), 5.19(b), 5.20(c), and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guaranty5.20(d).

Covenant to Guarantee Obligations. Except in respect of Fabrinet Thailand, for which the provisions of Section 6.18(a) shall govern exclusively, the Borrower will cause each of its Material Subsidiaries (other than any Excluded Subsidiary) whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Material Subsidiary (other than any Excluded 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 that in the case of any Thai Material Subsidiary that is required under the Foreign Business Act B.E. 2542 (1999), as amended, to obtain a Thai Guarantee License in order to become a Guarantor hereunder, the Guaranty of such Thai Material Subsidiary shall not be effective until such Thai Material Subsidiary shall have obtained a Thai Guarantee License and each of the Borrower and the relevant Thai Material Subsidiary shall use its best efforts to promptly obtain the Thai Guarantee License (and the time period for such Thai Material Subsidiary to become a Guarantor hereunder shall be automatically extended to permit the Thai Material Subsidiary to obtain such Thai Guarantee License and satisfy the other requirements of this Section 6.13). In connection therewith, the Borrower shall give notice to the Administrative Agent not less than five (5) days (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) prior to creating or acquiring a Material Subsidiary (which such notice shall include, as applicable, notice that such Material Subsidiary shall constitute an Excluded Subsidiary). In connection with the Joinder Agreement and concurrently therewith, the Borrower shall deliver to the Administrative Agent, with respect to each new Guarantor, to the extent applicable, (a) Cause substantially the following Restricted Subsidiaries to guarantee the Obligations (each a "SUBSIDIARY GUARANTOR"): such Restricted Subsidiaries as shall constitute (x) at least 95% of the Consolidated EBITDA of the Company and its Domestic Subsidiaries (excluding, 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 same documentation required pursuant to Section Sections 4.01(b) – (f) and 6.14, (b) for such updates to the four fiscal quarters most recently ended for which financial statements have been delivered pursuant Disclosure Letter as may be necessary with respect to Section 6.01 such Guarantor and (yc) at least 95% such other documents or agreements as the Administrative Agent may reasonably request; provided that in the case of any Thai Material Subsidiary, such Thai Material Subsidiary shall also promptly deliver to the Total Assets Administrative Agent certified copies of the Company and its Domestic Subsidiaries (excluding, 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 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, (i) any Restricted a Thai Guarantee License (to the extent that such Thai Material Subsidiary that is required under the Foreign Business Act B.E. 2542 (1999), as amended, to obtain a guarantor of any Permitted Subordinated Indebtedness shall also be required to be a Subsidiary Guarantor, Thai Guarantee License) and (ii) a BOT Approval in Principle. For the avoidance of doubt, in no event shall an Excluded Subsidiary shall be required to be a Subsidiary Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstandingGuarantor. (b) At the end of each fiscal quarter of the Company, the Company shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (or such longer period as the Administrative Agent may agree in its reasonable discretion), will at the Company's expense cause any new Subsidiary Guarantors to duly execute and deliver to the Administrative Agent a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shall, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guaranty.

Covenant to Guarantee Obligations. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Guarantee Requirement continues to be satisfied, including: (a) Cause upon the following formation or acquisition of any new direct or indirect wholly-owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party, the designation in accordance with Section 6.14 of any existing direct or indirect wholly-owned Subsidiary as a Restricted Subsidiaries to guarantee the Obligations (each Subsidiary, or any Immaterial Subsidiary becoming a "SUBSIDIARY GUARANTOR"): such Restricted Subsidiaries as shall constitute (x) at least 95% of the Consolidated EBITDA of the Company and its Domestic Subsidiaries (excluding, 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 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 its Domestic Subsidiaries (excluding, 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 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, Material Subsidiary: (i) any Restricted Subsidiary that is a guarantor of any Permitted Subordinated Indebtedness shall also be required to be a Subsidiary Guarantor, within thirty (ii30) no Subsidiary shall be required to be a Subsidiary Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the Company, the Company shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors and, within 30 days after the end of such fiscal quarter (formation, acquisition, designation or occurrence or such longer period as the Administrative Agent may agree in its reasonable discretion). (b) [Reserved]. (c) After the Closing Date, will at if (x) any Wholly Owned Subsidiary that is a Restricted Subsidiary or (y) any non-Wholly Owned Subsidiary that is a Restricted Subsidiary which has Guarantee Obligations in respect of any capital markets debt securities of the Company's expense Borrower or any Restricted Subsidiary, in either case, other than a Guarantor, shall, in either case, have a Guarantee Obligations in respect of any Indebtedness of the Borrower or any other Guarantor then: (i) within 30 days of the incurrence of such Guarantee Obligation, the Borrower shall cause any new such Restricted Subsidiary Guarantors to duly execute and deliver to the Administrative Agent a guaranty substantially supplemental document providing for a senior Guarantee by such Restricted Subsidiary (unless such Restricted Subsidiary’s Guarantee Obligations in respect of Indebtedness of the form Borrower or any other Guarantor is by its express terms subordinated in right of Exhibit G (either directly or via a guaranty supplement) payment to the Loans or such Restricted Subsidiary’s Guarantee) providing that such Restricted Subsidiary’s Guarantee Obligation is subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Loans or such Guarantor’s Guarantee; and (ii) such Restricted Subsidiary shall waive and will not in any manner whatsoever claim or take the benefit or advantage of any rights of reimbursement, indemnity or subrogation or any other form rights against the Borrower or any other Restricted Subsidiary as a result of guaranty or guaranty supplement to guarantee any payment by such Restricted Subsidiary under its Guarantee Obligations until payment in full of the Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Dateunder this Agreement; provided that this Section 6.11(c) shall not be applicable to any Guarantee Obligation of a Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with any acquisition of any with, or in contemplation of, such Person becoming a Restricted CompanySubsidiary. The Borrower may elect, if in its sole discretion, to cause any Subsidiary that is not already otherwise required to be a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary Guarantor, the Company shallin which case, in each case at the Company's expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To the extent that the Company shall determine at any time that certain Restricted Subsidiaries that are not only be required to be Subsidiary Guarantors pursuant to comply with the provisions of Section 6.12(a) above are parties to a Subsidiary Guaranty, the Company shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary Guaranty30-day period described above.

Covenant to Guarantee Obligations. (a) Cause FNIS shall cause the following Restricted Subsidiaries to guarantee the Obligations (each a "SUBSIDIARY GUARANTOR"): Guaranteed Obligations: such Restricted Subsidiaries as shall constitute (x) at least 95% of the Consolidated EBITDA of the Company FNIS and its Domestic Subsidiaries (excluding, for the purposes of such calculation, (1) 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 Section 6.1411 of this Annex C and (2) all Prohibited Restricted Subsidiaries described in the following sentence for so long as the relevant Indebtedness remains outstanding) for the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01 1 of this Annex C and (y) at least 95% of the Total Assets of the Company FNIS and its Domestic Subsidiaries (excluding, for the purposes of such calculation, (1) 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 Section 6.1411 of this Annex C and (2) all Prohibited Restricted Subsidiaries described in the following sentence for so long as the relevant Indebtedness remains outstanding) as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 6.01. 1 of this Annex C. Notwithstanding the foregoing, (i) 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 a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Guaranteed Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof (each, a “Prohibited Restricted Subsidiary”) shall be required to become a Subsidiary Guarantor for so long as such Indebtedness remains outstanding. (b) At the end of each fiscal quarter of the CompanyFNIS, the Company FNIS shall determine whether any Restricted Companies that are not currently Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(aclause (a) above to become Subsidiary Guarantors and, within 30 60 days after the end of such fiscal quarter (or such longer period as the Administrative Agent may agree in its reasonable discretion), will at the Company's expense FNIS’s expense, cause any new Subsidiary Guarantors (each, an “Additional Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty substantially in the form of Exhibit G I to the Receivables Purchase Agreement (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations in form and substance reasonably satisfactory to the Administrative Agent and the CompanyFNIS, it being understood and agreed that each Subsidiary that is required to be a Subsidiary Guarantor on the Closing Date shall duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date; provided that in connection with any acquisition of any Restricted Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(aclause (a) above to become a Subsidiary Guarantor, the Company FNIS shall, in each case at the Company's FNIS’s expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a Subsidiary Guaranty. To . (c) Notwithstanding anything to the contrary in this Agreement, to the extent that the Company FNIS shall determine at any time that certain Restricted Subsidiaries that are not required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(aclause (a) above are parties to a Subsidiary the Guaranty, the Company FNIS shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its Subsidiary the Guaranty.