Common use of Guarantors Clause in Contracts

Guarantors. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any time (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective DateDate or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (A) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (B) the items that would have been delivered under subsections (iv)(A), at any time following (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary party to the Guaranty under the immediately preceding subsection (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiarya) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee the last two sentences of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have occurred been true and be continuing, then immediately upon the delivery correct on and as of such notice earlier date) and certification to except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such Guarantor’s guarantee written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the Obligations date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if Xxxxxx REIT obtains an Investment Grade Rating and for so long as Xxxxxx REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be automatically released required to become a Guarantor and such Guarantor shall any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be automatically released from its obligations under such Guaranty pursuant to clauses (iii), (iv) and (v) of the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt preceding subsection (b) may be released from the Guarantee Agreement and its Guarantee Obligation thereunderGuaranty (which, including as a result for avoidance of being designated as an Unrestricted Subsidiarydoubt, shall in no event include Xxxxxx REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is simultaneously released from its guarantee a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Debt. Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall execute comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10third party Guaranty.

Guarantors. Any time after (a) Within 5 Business days following the Effective date on which any of the following conditions applies to any Subsidiary or Unconsolidated Affiliate that is not already a Guarantor, the Parent and the Borrower shall cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement and the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary or Unconsolidated Affiliate had been a Guarantor on the Agreement Date: (i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; (2) the Borrower; (3) any other Subsidiary of the Parent, the Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (y) in the case of an Excluded Subsidiary Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or (ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the Unencumbered Asset Value. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, release a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation from the Guaranty, and upon receipt of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiarywritten request by the Administrative Agent, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations the Guaranty without the need for the execution or delivery of any other document by any other Person so long as the Borrower provides a written certificate together with such written notice certifying that: (i) such Guarantor is not the Parent; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; and (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. Administrative Agent release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall execute have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such documents representation or warranty shall have been true and correct in all respects) on and as Borrower shall reasonably request to evidence of such earlier date) and except for changes in factual circumstances expressly permitted under the release contemplated by this Section 6.10Loan Documents.

Guarantors. Any time (a) Within thirty (30) days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Agreement Date, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii), at and (xvi) of Section 5.1.(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, however, promptly (and in any time following event within 30 days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time No more than 45 days after either (i) the Effective Datedesignation of a Material Subsidiary of the Borrower or (ii) the Borrower, directly or indirectly, acquires a Material Subsidiary: (i) the Borrower may shall cause any of its Subsidiaries such Material Subsidiary to guarantee duly execute and deliver to the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement accession agreement in the form attached as Schedule N; (ii) the Borrower shall, and shall cause such Material Subsidiary to, duly execute and deliver to the Guarantee AgreementAdministrative Agent one or more Security Documents in order to charge all of such Material Subsidiary’s Secured Assets as security for its Secured Obligations and to charge all of such Material Subsidiary’s Shares as security for the Secured Obligations of the owner of such Shares; (iii) the Borrower shall deliver, or cause to be delivered to, the Administrative Agent, in form set forth on Annex 1 and substance satisfactory to the Guarantee Agreement Administrative Agent: (A) a duly certified copy of the constating documents and executed by-laws or similar documents of such Material Subsidiary; (B) a certificate of status or good standing for such Material Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such proposed Guarantor. IfMaterial Subsidiary is incorporated, at if applicable; (C) a duly certified copy of the resolution of the board of directors or shareholders of such Material Subsidiary authorizing it to execute, deliver and perform its obligations under each Finance Document to which such Material Subsidiary is a signatory and a duly certified copy of the resolution of the board of directors or shareholders (if required under the constating documents or by-laws of such Material Subsidiary) of such Material Subsidiary authorizing the pledge of all of its issued and outstanding Shares to the Administrative Agent and any time following subsequent disposition thereof by the Effective DateAdministrative Agent in realizing on the security therein constituted by the relevant Security Documents; (D) a certificate of an officer of such Material Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign each Finance Document to which such Material Subsidiary is a Guarantor ceases to be signatory; (E) a Restricted Disclosure Certificate signed by an officer of such Material Subsidiary; (F) share certificates representing all of the issued and outstanding Shares of such Material Subsidiary (including as a result of a redesignation of to the extent such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a SubsidiaryShares are certificated), in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney or as a result otherwise required under Applicable Law; (G) an opinion of a transaction not otherwise prohibited hereundersuch Material Subsidiary’s counsel addressed to the Finance Parties and their counsel, then relating to the status and capacity of such Guarantor’s guarantee Material Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the Obligations applicable Finance Documents in, inter alia, the jurisdiction of incorporation of such Material Subsidiary and such other matters as the Administrative Agent may reasonably request; and (H) requisite information to identify each such Material Subsidiary under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification to their satisfaction; (iv) the Borrower shall cause such additional Security Documents or amendments to existing Security Documents to be executed and delivered to permit the pledge of the Shares of such Material Subsidiary; (v) the Administrative Agent and its counsel shall be automatically released satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to in this Agreement; and (vi) except as otherwise provided in the relevant Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, acting reasonably, are desirable or required to make effective the Security and the intended first-ranking priority of such Security (subject to Permitted Liens which have priority by their nature) following the registration and recordation of such documents and instruments; For greater certainty, notwithstanding the aforementioned 45 day period which the Borrower has to cause such Material Subsidiary to, among other things, execute and deliver a Guarantee, such Material Subsidiary shall, for all purposes of this Agreement, be a Guarantor shall be automatically released from its obligations under this Agreement on the Guarantee Agreementdate it became a Material Subsidiary. In additionFurthermore, if in the event that the Borrower elects by notice is working in writing to good faith with the Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by comply with this Section 6.1011.1(q) but is unable to deliver the documentation required thereby within the required time period, the Administrative Agent, in its sole discretion, may extend the time period.

Guarantors. Any time after the Effective Date, Borrower may The Company shall cause any each of its Subsidiaries (other than the Excluded Subsidiaries) to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement pursuant to the Guarantee AgreementMultiparty Guaranty or supplement or counterpart thereto (or, in form set forth on Annex 1 the case of a Foreign Subsidiary, any other guarantee agreement requested by the Required Holders) the obligations of the Company evidenced by the Notes and under the other Transaction Documents. In furtherance of the above, after the formation or acquisition of any Subsidiary the Company shall promptly (and in any event upon the earlier of (x) such time as such Subsidiary becomes a guarantor, co-borrower or other obligor under the Credit Agreement and (y) within 45 days after such formation or acquisition): (i) provide written notice to the Guarantee Agreement and executed by such proposed Guarantor. If, at holders of Notes upon any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be Person becoming a Subsidiary, setting forth information in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee reasonable detail describing all of the Obligations shall be automatically released assets of such Person; (ii) cause such Person to execute a supplement or counterpart to the Multiparty Guaranty and such Guarantor shall other Collateral Documents as are necessary for the Company and its Subsidiaries to comply with Section 9.8; (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be automatically released from its obligations under delivered to the Guarantee Agreement. In additionCollateral Agent (together with undated stock powers signed in blank, if Borrower elects by notice applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in writing to Administrative Agent to cause such Guarantor to be released from its guarantee substantially the form of the ObligationsPledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Required Holders; and (iv) deliver such other documentation as the Required Holders may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and a Responsible Officer other authority documents of Borrower certifies in writing that immediately after giving effect such Person and, to the extent requested by the Required Holders, favorable opinions of counsel to such releasePerson (which shall cover, no Default or Event of Default shall have occurred among other things, the legality, validity, binding effect and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee enforceability of the Obligations shall be automatically released documentation referred to above), all in form, content and such Guarantor shall be automatically released from its obligations under scope reasonably satisfactory to the Guarantee AgreementRequired Holders. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Multiparty Guaranty (or supplement thereto) or such other guarantee agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Company and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent relevant Subsidiaries shall execute such documents as Borrower shall reasonably request to evidence provide the release contemplated by pledge agreements required under this Section 6.109.7 or Section 9.8.

Guarantors. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. (a) If, at any time following time, any Person (other than the Effective DateCompany) (a “Bank Guarantor”) is required by the terms of the Bank Credit Agreement to become a borrower or obligor under, or to otherwise guarantee Indebtedness outstanding under, the Bank Credit Agreement, then (x) the Company shall, not less than 10 Business Days prior to the effectiveness thereof, give written notice (a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation “Section 9.8 Notice”) of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases fact to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee the holders of the Obligations Notes, and (y) the Required Holders shall be automatically released and such Guarantor shall be automatically released from its obligations under have the Guarantee Agreement. In addition, if Borrower elects by notice in writing right to Administrative Agent require the Company to cause such Bank Guarantor to be released from its guarantee concurrently (or, with the consent of the ObligationsRequired Holders, thereafter) deliver to each of the holders of the Notes a Guaranty Agreement or joinder agreement in respect of an existing Guaranty Agreement, as appropriate, together with each of the following items: (i) an executed counterpart of such Guaranty Agreement or joinder agreement in respect of an existing Guaranty Agreement, as appropriate; (ii) a certificate signed by the President, a Vice President or another authorized Responsible Officer of such Person making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Person and such Guaranty Agreement, as applicable; (iii) a certificate of a Responsible Officer of Borrower certifies in writing the Company certifying that immediately at such time and after giving effect to the execution and delivery of such releaseGuaranty Agreement or joinder agreement, no Default or Event of Default shall have occurred and be continuing, then immediately upon ; (iv) such documents and evidence with respect to such Person as the delivery Required Holders may reasonably request in order to establish the existence and good standing of such notice Person and certification to Administrative Agent such Guarantor’s guarantee the authorization of the Obligations shall transactions contemplated by such Guaranty Agreement; and (v) an opinion of counsel satisfactory to the Required Holders to the effect that such Guaranty Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be automatically released limited by bankruptcy, insolvency, reorganization, moratorium and such Guarantor shall be automatically released from its obligations under similar laws affecting the Guarantee Agreementenforcement of creditors’ rights generally and by general equitable principles. Notwithstanding In addition to the foregoing, no if the Bank Credit Agreement shall contain (or be amended to contain) covenants, reporting obligations or events of default related to such Bank Guarantor, then the Company shall deliver an amendment to this Agreement to add similar covenants, reporting obligations and events of default related to such Bank Guarantor that for the benefit of the holders of the Notes, and until such time as such amendment is a Significant Subsidiary delivered, this Agreement shall be deemed, without any action on the part of the parties hereto, to be amended to include such additional covenants, reporting obligations and that guarantees events of default as if set forth herein in full. If the Bank Credit Agreement shall cease to contain such covenants, reporting obligations or events of default related to such Bank Guarantor, then the Company and the holders of the Notes shall deliver an amendment to this Agreement to remove such similar covenants, reporting obligations and events of default related to such Bank Guarantor, and until such time as such amendment is delivered, this Agreement shall be deemed, without any Material Debt may action on the part of the parties hereto, to be released from the Guarantee Agreement amended to exclude such covenants, reporting obligations and its Guarantee Obligation thereunder, including events of default as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10if set forth herein in full.

Guarantors. Any Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time after to time as shall be necessary to ensure that all Subsidiaries of Holdings that are Material Subsidiaries (in each case, other than Foreign Subsidiaries, CFC Holdcos and Domestic Subsidiaries directly or indirectly wholly-owned by Foreign Subsidiaries) are “Guarantors” hereunder. Without limiting the Effective Dategenerality of the foregoing, Borrower may cause in the event that any Obligor or any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in shall form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at or acquire any time following the Effective Date, new Subsidiary that is a Guarantor ceases to be Material Subsidiary or any Subsidiary shall become a Restricted Material Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a in each case, other than any Foreign Subsidiary, in each case as CFC Holdco or Domestic Subsidiary directly or indirectly wholly-owned by a result of a transaction not otherwise prohibited hereunderForeign Subsidiary), then such Guarantor’s guarantee of the Obligations shall be automatically released Obligor and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to Subsidiaries concurrently will: (1) cause such Guarantor new Subsidiary to be released from its guarantee become a “Guarantor” of the Obligationsthis Amended and Restated Note, and a Responsible Officer “Grantor” and a “Guarantor” under the Guaranty and Security Agreement, pursuant to a Joinder under the Guaranty and Security Agreement; (2) take such action or cause such Subsidiary to take such action (including delivering such shares of Borrower certifies stock together with undated transfer powers executed in writing blank) as shall be necessary to create and perfect valid and enforceable second priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder, other than voting Equity Interests in excess of sixty-five percent (65%) of the voting Equity Interests of each Foreign Subsidiary and CFC Holdco; (3) to the extent that immediately after giving effect the parent of such Subsidiary is not a party to the Guaranty and Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Guaranty and Security Agreement and this Amended and Restated Note, cause the parent of such releaseSubsidiary to execute and deliver a pledge agreement in favor of Collateral Agent, no Default in respect of all outstanding issued shares of such Subsidiary; and (4) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those previously delivered by each Obligor or Event as Collateral Agent, at the direction of Default the Required Holders, shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10requested.

Guarantors. Any time after Notify the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement at the time that any wholly owned Subsidiary of the Borrower becomes a Regulated Entity, and, subject to the Guarantee proviso following Section 6.12(c), promptly thereafter (and in any event within 60 days after a Guaranty or Guaranty Joinder Agreement, as applicable, has been approved by all necessary action of all applicable Governmental Authorities), cause such Subsidiary to: (a) in the case of the first Regulated Entity becoming a Guarantor, a Guaranty and thereafter for each additional Regulated Entity, a Guaranty Joinder Agreement duly executed by such Regulated Entity; (b) an opinion of counsel to each Person executing the Guaranty or Guaranty Joinder Agreement pursuant to this Section 6.12 dated as of the date of delivery of such applicable agreements and other Loan Documents provided for in this Section 6.12 and addressed to the Administrative Agent and the Lenders, in form set forth on Annex 1 and substance reasonably acceptable to the Guarantee Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 4.01(a); and (c) an opinion of counsel to each Person executing the Guaranty or Guaranty Joinder Agreement pursuant to this Section 6.12 dated as of the date of delivery of such applicable agreements and executed by other Loan Documents provided for in this Section 6.12 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 4.01(a). provided, notwithstanding the foregoing provisions of this Section 6.12, there shall be no obligation for any such proposed Guarantor. If, at any time following the Effective Date, Subsidiary to become a Guarantor ceases to be and such Subsidiary shall not become a Restricted Subsidiary Guarantor unless (including as a result of a redesignation of x) such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case accordance with all applicable Laws, may provide (i) such Guaranty or such Guaranty Joinder Agreement, as applicable, and (ii) a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the ObligationsBorrower pursuant to the Note Purchase Agreement and the Note Purchase Agreement Notes, in accordance with the terms of the Note Purchase Agreement (the “Note Purchase Guaranty”), (y) all necessary action of all applicable Governmental Authorities has occurred and is effective for such Subsidiary to provide (i) such Guaranty or such Guaranty Joinder Agreement, as applicable, and (ii) the Note Purchase Guaranty, and (z) substantially concurrent with such Subsidiary becoming a Responsible Officer Guarantor, such Subsidiary shall also become a guarantor of the obligations of the Borrower certifies in writing that immediately after giving effect pursuant to such releasethe Note Purchase Agreement and the Note Purchase Agreement Notes, no Default or Event of Default shall have occurred pursuant to the execution and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Note Purchase Guaranty.

Guarantors. Any time after (a) Within 10 Business Days following the Effective Date, Borrower may cause date on which any of its Subsidiaries the following conditions first applies to guarantee any Subsidiary that is not a Guarantor, the Obligations of Borrower hereunder by delivering shall cause such Subsidiary to Administrative Agent execute and deliver an Assumption Accession Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, (or if at any time following all Guarantors have been released from the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including Guaranty and as a result of such releases the Guaranty has terminated, a redesignation Guaranty substantially in the form of the Exhibit D) and the items specified in subsection (b) below: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower; or (ii) such Subsidiary (A) owns an Eligible Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (B) has incurred, acquired or suffered to exist any Recourse Indebtedness. Notwithstanding anything to the contrary in subsection (a)(i) above, none of the following Subsidiaries shall be required to become a Guarantor pursuant to the condition described in subsection (a)(i) above: (A) an Excluded Subsidiary of the type described in clause (a)(ii) of the definition of “Excluded Subsidiary” obligated in respect of a Guarantee of any Subsidiary Secured Indebtedness of the Subsidiary of which such Excluded Subsidiary is a direct or indirect owner; (B) an Excluded Subsidiary of the type described in clause (b) of the definition of “Excluded Subsidiary”; and (C) a Subsidiary obligated pursuant to a limited recourse Guarantee by such Subsidiary in respect of Indebtedness incurred or assumed by any other Subsidiary, whereby the liability of such Restricted Subsidiary is limited to fraud, misapplication of funds, environmental indemnities, non-compliance with “separateness covenant,” and other similar customary exceptions to nonrecourse liability (but not exceptions relating to non-collusive involuntary bankruptcy, insolvency, receivership or other similar events affecting the obligor of such Indebtedness) so long as an Unrestricted Subsidiarynone of the foregoing exceptions to nonrecourse liability actually exists. (b) On the date that any Accession Agreement or ceases Guaranty is required to be delivered pursuant to subsection (a) above, the Borrower shall cause each Subsidiary that is required to become a Guarantor to deliver, in addition to the Accession Agreement or Guaranty to which it is a party, each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) an opinion of counsel to such Subsidiary, in addressed to the Administrative Agent and the Lenders; (ii) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each case such Subsidiary certified as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee recent date by the Secretary of State of the Obligations shall state of formation of such Subsidiary; (iii) a certificate of good standing (or certificate of similar meaning) with respect to each such Subsidiary issued as of a recent date by the Secretary of State of the state of formation of each such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Subsidiary is required to be automatically released so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (iv) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Guarantor shall be automatically released from its obligations under Subsidiary with respect to each of the Guarantee Agreement. In additionofficers of such Subsidiary authorized to execute and deliver the Loan Documents to which such Subsidiary is a party; (v) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary of (A) the by-laws of such Subsidiary, if Borrower elects a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by notice in writing such Subsidiary to authorize the execution, delivery and performance of the Loan Documents to which it is a party; and (vi) such other documents, agreements and instruments as the Administrative Agent to cause such Guarantor to be released from its guarantee of or any Lender through the ObligationsAdministrative Agent, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10request.

Guarantors. Any time after (a) The Company shall ensure that at all times: (i) all Material Companies which are members of the Effective DateRestricted Group (other than an Excluded Subsidiary), Borrower may cause Holding Companies of Material Companies (other than the Holding Company of the Company) and any member of its Subsidiaries the Restricted Group that is or becomes a guarantor in respect of the Notes, are Guarantors (in the case of any member of the Restricted Group that is or becomes a guarantor in respect of the Notes, simultaneously to guarantee becoming guarantors in respect of the Obligations Notes); and (ii) subject to paragraph (d) below, the aggregate of Borrower hereunder by delivering to Administrative Agent the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors, the aggregate gross assets and the aggregate turnover of the Guarantors (in each case calculated on an Assumption Agreement to unconsolidated basis and excluding all intra- Restricted Group items) represents not less than 90 per cent. of Consolidated EBITDA, consolidated gross assets and consolidated turnover of all members of the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a SubsidiaryGroup, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee calculated by reference to the Original Financial Statements of the Obligations Company prior to the Closing Date; and (ii) thereafter, with each set of audited annual financial statements delivered under Clause 27.1 (Financial Statements). (b) The Company shall not have any obligation to procure that any member of the Restricted Group becomes an Additional Guarantor unless the Annual Financial Statements demonstrate that the same would be automatically released necessary in order to comply with the requirements of this Clause 29.14. (c) The Company shall not be in breach of sub-paragraph (a)(ii) of this Clause 29.14 if the only reason the 90 per cent. threshold set out therein is not met is that the Excluded Subsidiaries (taken together) have earnings before interest, tax, depreciation and such Guarantor shall be automatically released from amortisation (calculated on the same basis as Consolidated EBITDA), gross assets and turnover representing more than 10 per cent of Consolidated EBITDA or gross assets or turnover (excluding intra-Restricted Group items) representing more than 10 per cent. of the gross assets or turnover of the Restricted Group, in each case calculated on a consolidated basis. (d) The Company need only perform its obligations under paragraph (a) above, to the Guarantee Agreementextent it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. In additionEach Obligor must use, if Borrower elects by notice and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in writing its opinion, to Administrative Agent to cause such Guarantor to be released from its guarantee do so would avoid the relevant unlawfulness or personal liability. (e) Any member of the Obligations, Restricted Group (other than an Excluded Subsidiary) that becomes a Material Company and any Material Company (other than an Excluded Subsidiary) acquired in accordance with this Agreement after the Closing Date shall become a Responsible Officer Guarantor and grant Security as the Agent may require and shall accede to the Intercreditor Agreement within 20 Business Days of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification any Compliance Certificate accompanying the audited annual financial statements delivered under Clause 27.1 (Financial Statements) or within 20 Business Days of its acquisition, as the case may be. (f) Nothing in this Agreement shall require any Excluded Subsidiary to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including accede as a result of being designated Guarantor for so long as it is an Unrestricted Excluded Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time after to time as shall be necessary to ensure that all Subsidiaries of Holdings that are Material Subsidiaries (in each case, other than Foreign Subsidiaries, CFC Holdcos and Domestic Subsidiaries directly or indirectly wholly-owned by Foreign Subsidiaries) are “Guarantors” hereunder. Without limiting the Effective Dategenerality of the foregoing, Borrower may cause in the event that any Obligor or any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in shall form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at or acquire any time following the Effective Date, new Subsidiary that is a Guarantor ceases to be Material Subsidiary or any Subsidiary shall become a Restricted Material Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a in each case, other than any Foreign Subsidiary, in each case as CFC Holdco or Domestic Subsidiary directly or indirectly wholly-owned by a result of a transaction not otherwise prohibited hereunderForeign Subsidiary), then such Guarantor’s guarantee of the Obligations shall be automatically released Obligor and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to Subsidiaries concurrently will: (i) cause such Guarantor new Subsidiary to be released from its guarantee of the Obligationsbecome a “Guarantor” hereunder, and a Responsible Officer “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of Borrower certifies stock together with undated transfer powers executed in writing blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder, other than voting Equity Interests in excess of sixty-five percent (65%) of the voting Equity Interests of each Foreign Subsidiary and CFC Holdco; (iii) to the extent that immediately after giving effect the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such releaseSubsidiary to execute and deliver a pledge agreement in favor of Collateral Representative for the benefit of Secured Parties, no Default in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 6.01 or Event of Default as Majority Lenders shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10requested.

Guarantors. Any time (a) Within fifteen (15) Business Days after the Effective Datedate of any Person becoming a Required Guarantor, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, in form set forth on Annex 1 a joinder or amendment to the Guarantee Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement and executed by such proposed Guarantor. IfRequired Guarantor and (B) the items that would have been delivered under subsections (vi) through (xiii) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, at however, promptly (and in any time following event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, a Guarantor ceases to be a Restricted as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if The Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies may request in writing that immediately after giving effect to such the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee evidenced by a Compliance Certificate showing calculation in reasonable detail of such Material Debt. covenants on a pro forma basis after giving effect to such release); (ii) the Administrative Agent shall execute have received such documents written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iii) at least 100 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any (a) The Borrower shall (within the time after period specified in the Effective Datefollowing subsection (b), Borrower may if applicable) cause any of its Subsidiaries to guarantee Spirit REIT and each Material Subsidiary (other than an Excluded Subsidiary) that meets the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases conditions to be a Restricted party to the Guaranty: (i) such Material Subsidiary becomes obligated in respect of any Indebtedness for borrowed money or Capitalized Lease Obligations of Spirit REIT or the Borrower or (including ii) (A) such Material Subsidiary owns an Unencumbered Pool Asset and (B) such Material Subsidiary, or any Subsidiary that directly or indirectly owns any Equity Interest in such Material Subsidiary, has incurred, acquired or suffered to exist any Indebtedness for borrowed money or Capitalized Lease Obligations other than Nonrecourse Indebtedness; provided that one or more Subsidiaries that have, or have a parent company that has, Indebtedness described above in this clause (B) shall not be required to be a party to the Guaranty so long as the aggregate amount of all such Indebtedness of all such Subsidiaries does not exceed $25,000,000. (b) Within five (5) Business Days after any Person becomes a Subsidiary that is required to be a party to the Guaranty pursuant to the foregoing subsection (a) (whether as a result of the acquisition or creation thereof, such Person ceasing to be an Excluded Subsidiary, the addition of a redesignation Property to the Unencumbered Pool that is owned by such Person or otherwise), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Restricted Person and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xvii) of Section 6.1(a) and under Section 6.1(e) if such Person had been a Material Subsidiary as an Unrestricted Subsidiaryon the Agreement Date. (c) or If any Person that is a party to the Guaranty (other than Spirit REIT) ceases to be required to be a SubsidiaryGuarantor in accordance with subsection (a) above, in each case as a result of a transaction not otherwise prohibited hereunder, then the Borrower may request that such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to Person be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, Guaranty. Such release shall be granted so long as (i) no Default or Event of Default exists and (ii) all representations and warranties continue to be accurate in all material respects, except to extent such representations and warranties are qualified by materiality, in which case such representations and warranties shall have occurred and continue to be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10accurate in all respects.

Guarantors. Any time Within fifteen (15) Business Days after the Effective Datedate of any Person becoming a Required Guarantor, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, in form set forth on Annex 1 a joinder or amendment to the Guarantee Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement and executed by such proposed Required Guarantor. If, at (B) the items that would have been delivered under subsections (vi) through (xiii) of Section 6.1.(a) and under Section 6.1.(f) if such Person had been a Required Guarantor on the Agreement Date and (C) prior to the Collateral Release Date, an executed Pledge Joinder Agreement; provided, however, promptly (and in any time following event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, a Guarantor ceases to be a Restricted as the case may be, such Subsidiary (including as a result shall comply with the applicable provisions of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreementthis Section. In addition, if The Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies may request in writing that immediately after giving effect to such the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Debt. Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); (iii) the Administrative Agent shall execute have received such documents written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iv) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence such request. The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Pledge Agreement so long as: (i) such Subsidiary Guarantor owns no Eligible Property, nor any direct Equity Interest in any Subsidiary that owns an Eligible Property; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Pledge Agreement under the immediately preceding subsection (a), (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (iv) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) on and as of the date of such release contemplated with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by this Section 6.10materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release; and (vi) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) Subsidiary or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any (a) The Borrower shall (within the time after period specified in the Effective Datefollowing subsection (b), Borrower may if applicable) cause any of its Subsidiaries to guarantee Spirit REIT and each Material Subsidiary (other than an Excluded Subsidiary) that meets the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases conditions to be a Restricted party to the Guaranty: (i) such Material Subsidiary becomes obligated in respect of any Indebtedness for borrowed money or Capitalized Lease Obligations of Spirit REIT or the Borrower or (including ii) (A) such Material Subsidiary owns an Unencumbered Pool Asset and (B) such Material Subsidiary, or any Subsidiary that directly or indirectly owns any Equity Interest in such Material Subsidiary, has incurred, acquired or suffered to exist any Indebtedness for borrowed money or Capitalized Lease Obligations other than Nonrecourse Indebtedness; provided that one or more Subsidiaries that have, or have a parent company that has, Indebtedness described above in this clause (B) shall not be required to be a party to the Guaranty so long as the aggregate amount of all such Indebtedness of all such Subsidiaries does not exceed $35,000,000. (b) Within five (5) Business Days after any Person becomes a Subsidiary that is required to be a party to the Guaranty pursuant to the foregoing subsection (a) (whether as a result of the acquisition or creation thereof, such Person ceasing to be an Excluded Subsidiary, the addition of a redesignation Property to the Unencumbered Pool that is owned by such Person or otherwise), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Restricted Person and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xvii) of Section 6.1(a) and under Section 6.1(e) if such Person had been a Material Subsidiary as an Unrestricted Subsidiaryon the Agreement Date. (c) or If any Person that is a party to the Guaranty (other than Spirit REIT) ceases to be required to be a SubsidiaryGuarantor in accordance with subsection (a) above, in each case as a result of a transaction not otherwise prohibited hereunder, then the Borrower may request that such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to Person be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, Guaranty. Such release shall be granted so long as (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties continue to be accurate in all material respects, except to extent such representations and warranties are qualified by materiality, in which case such representations and warranties shall have occurred and continue to be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10accurate in all respects.

Guarantors. Any time (a) Within five (5) Business Days (or such longer period as the Administrative Agent may reasonably determine) of (i) any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Agreement Date, (ii) any Subsidiary of the Borrower may cause (other than an Excluded Subsidiary) becoming the owner, directly or indirectly, of the equity interests of any other Guarantor, (iii) solely with respect to any Subsidiary (other than an Excluded Subsidiary) that was a Material Subsidiary as of its Subsidiaries the Agreement Date and in good faith and without the actual knowledge of the Borrower did not become a Guarantor as of the Agreement Date, such Subsidiary's identification as being a Material Subsidiary, (iv) solely with respect to guarantee any Material Subsidiary that was not an Excluded Subsidiary but in good faith and with reasonable belief was identified by the Obligations Borrower to be an Excluded Subsidiary as of the Agreement Date and did not become a Guarantor as of the Agreement Date, May 13, 2013, (v) any Subsidiary that owns an Eligible Property or other asset, the value of which is included in the determination of Unencumbered Asset Value, incurring, acquiring or suffering to exist any Recourse Indebtedness of such Subsidiary, and (vi) any Subsidiary executing and delivering a Guaranty of, or otherwise becoming obligated in respect of, any Indebtedness of the Parent, the Borrower hereunder by delivering or any Subsidiary of the Borrower, the Borrower shall deliver to the Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (a) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (b) the items that would have been delivered under subsections (iv) through (viii) and (xvi) of Section 6.1.(a) if such Person had been a Material Subsidiary on the Agreement Date; provided, at that promptly (and in any time following event within five (5) Business Days) upon any Material Subsidiary which is an Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, as the case may be, such Material Subsidiary shall comply with the provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (but not the Parent) from its Guaranty so long as: (i) no Property owned by such Guarantor shall thereafter be included in the list of Eligible Properties, (ii) such Guarantor shall no longer be a Material Subsidiary and is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, immediately preceding subsection (a) and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release. In the event the Borrower obtains an Investment Grade Rating during the term of this Agreement, the Borrower may request in writing that the Administrative Agent release, so long as an Unrestricted Subsidiary, unless such Guarantor there is simultaneously released from its guarantee no Default or Event of Default in existence or that would occur as a result of such Material Debt. release, and upon receipt of such request the Administrative Agent shall execute release, each of the Guarantors (but not (x) the Parent, (y) any Subsidiary required to become a Guarantor pursuant to Section 8.14.(a)(v) or (vi), or (z) any Subsidiary that holds title to any Eligible Property or any other asset the value of which is included in the determination of Unencumbered Asset Value solely to the extent any Equity Interests of such documents as Subsidiary are owned, directly or indirectly, by any Subsidiary of the Borrower that is an Excluded Subsidiary pursuant to clause (a)(x)(ii) of the definition of such term (such Subsidiary under this clause (z) being a “Continuing Guarantor Subsidiary”)) from the Guaranty, the Guaranty (but not the Parent Guaranty and other than with respect to any Subsidiary required to become a Guarantor pursuant to Section 8.14(a)(v) or (vi) and any Continuing Guarantor Subsidiary) shall be terminated in accordance with the terms hereof and thereof, and, except to the extent required pursuant to Section 8.14.(a)(v) or (vi) and with respect to any Continuing Guarantor Subsidiary, no future Subsidiary of the Borrower shall reasonably request be required to evidence provide a Guaranty. (c) Within five (5) Business Days of the release contemplated Parent executing and delivering a Guaranty of any Indebtedness of the Borrower or any Subsidiary (except for (i) guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability, (ii) the Indebtedness set forth on Schedule 8.14.(c), and (iii) guaranties of tenant improvement allowances with respect to any Property owned by this Section 6.10any of its Subsidiaries to the extent such guaranties are entered into in the ordinary course of the Borrower's business and consistent with past practice), the Borrower shall cause the Parent to amend the Parent Guaranty to unconditionally guaranty the Obligations hereunder in their entirety.

Guarantors. Any time The Borrower shall cause each of its Restricted Subsidiaries (other than the Excluded Subsidiaries, Immaterial Subsidiaries and each member of the Propel Group) to guarantee pursuant to the Guaranty Agreement or supplement thereto (or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Administrative Agent) the Secured Obligations. In furtherance of the above, after the Effective Dateformation or acquisition of any Restricted Subsidiary or a Subsidiary Redesignation, the Borrower may shall promptly (and in any event upon the earlier of (x) such time as such Restricted Subsidiary becomes a guarantor, co-borrower or other obligor under the Prudential Financing and (y) within 45 days after such formation or acquisition or Subsidiary Redesignation (with any such time limit permitted to be extended by the Collateral Agent in its reasonable discretion)) (i) provide written notice to the Administrative Agent and the Lenders upon any Person becoming a Restricted Subsidiary, setting forth information in reasonable detail describing all of the assets of such Person, (ii) cause such Person (other than any member of the Propel Group and any Immaterial Subsidiary) to execute a supplement to the Guaranty Agreement and such other Collateral Documents as are necessary for the Borrower and its Subsidiaries to guarantee comply with Section 5.11, (iii) cause the Obligations Applicable Pledge Percentage of Borrower hereunder by delivering the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent (together with undated stock powers signed in blank, if applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative Agent an Assumption Agreement and (iv) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the Guarantee Agreementextent requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form set forth on Annex 1 form, content and scope reasonably satisfactory to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee AgreementAgent. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) or such other guaranty agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Borrower and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent relevant Restricted Subsidiaries shall execute such documents as Borrower shall reasonably request to evidence provide the release contemplated by pledge agreements required under this Section 6.105.10 or Section 5.11. Notwithstanding the foregoing, the Borrower will be required to comply with this Section (x) with respect to any Subsidiaries of Propel Acquisition LLC to the extent that the provisions of the Propel Indebtedness no longer prohibits the guaranty of the Obligations or the granting of security in respect thereto and (y) with respect to any Immaterial Subsidiary if it ceases to be an Immaterial Subsidiary under the terms of the definition thereof.

Guarantors. Any time after (a) Within ten (10) Business Days (or such later date as may be agreed to by the Effective Date, Borrower may cause Agent in its reasonable discretion) following the date on which any of its Subsidiaries the following conditions first applies to guarantee any Subsidiary of the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement that is not already a Guarantor, the Borrower shall deliver to the Guarantee Agreement, Agent each of the following in form set forth on Annex 1 and substance reasonably satisfactory to the Guarantee Agent: (i) a Guaranty, substantially in the form of Exhibit H, or, if such Guaranty has been previously executed, an Accession Agreement and executed by such proposed Guarantor. If, (or if at any such time following all Guarantors have been released from the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including Guaranty and as a result of such releases the Guaranty has terminated, a redesignation Guaranty substantially in the form of the Exhibit H) executed by such Restricted Subsidiary, and (ii) the items that would have been delivered under Section 5.1.(a)(iv) through (a)(viii) and Section 5.1.(a)(xii) had any such Subsidiary as an Unrestricted Subsidiary) or ceases been a Guarantor on the Agreement Date, with each reference to “Agreement Date” in such subsections deemed to be a Subsidiaryreference to the date the Accession Agreement referenced in the immediately preceding clause (i) is delivered to the Agent: (A) such Subsidiary Guarantees, or otherwise becomes obligated in each case as a result of a transaction not otherwise prohibited hereunderrespect of, then such Guarantor’s guarantee any Indebtedness of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee or any Subsidiary of the ObligationsBorrower (except for (i) Guarantees by LCIF or Net Lease Strategic Assets Fund, L.P. of customary exceptions to nonrecourse indebtedness of Subsidiaries of LCIF or Net Lease Strategic Assets Fund, L.P., respectively, for fraud, misapplication of funds, environmental indemnities and other similar events, and a Responsible Officer of other similar exceptions to nonrecourse liability (but not exceptions relating to voluntary bankruptcy, collusive involuntary bankruptcy, insolvency, or receivership or other similar events) or (ii) any Permitted Intercompany Indebtedness); or (B) (i) such Subsidiary owns an Eligible Unencumbered Property and (ii) such Subsidiary (or any other Subsidiary that directly or indirectly owns an Equity Interest in such Subsidiary) has incurred, acquired or suffered to exist any Recourse Indebtedness (other than Permitted Intercompany Indebtedness that is Recourse Indebtedness); or (C) LCIF or Net Lease Strategic Assets Fund, L.P. has incurred, acquired or suffered to exist any Recourse Indebtedness other than Permitted Intercompany Indebtedness that is Recourse Indebtedness or Guarantees by LCIF or Net Lease Strategic Assets Fund, L.P. permitted under (A) above with respect to which no claim has been made. (b) The Borrower certifies may request in writing that immediately after giving effect to such the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a) (including by reason of a transfer of all of the Equity Interests of a Guarantor permitted by Section 9.7. that results in such Guarantor no longer being a Subsidiary); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. Administrative release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (iv) the Agent shall execute have received such documents written request at least 5 Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time after the Effective Date, Borrower may (a) The Company will (x) cause any each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility (a “Subsidiary Guarantor”) and (y) use commercially reasonable efforts to guarantee cause any other entity that is not a Subsidiary that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under a Material Credit Facility (a “Non-Subsidiary Guarantor”; together with any other Non-Subsidiary Guarantors and any Subsidiary Guarantors, each a “Guarantor”) to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Obligations Required Holders providing for the guaranty by such Guarantor, on a joint and several basis with all other such Guarantors, of Borrower hereunder (x) the prompt payment in full when due of all amounts payable by delivering the Company pursuant to Administrative Agent an Assumption the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “NPA Guaranty”); and (ii) deliver the Guarantee Agreement, in form set forth following to each Purchaser and holder of a Note: (A) an executed counterpart of such NPA Guaranty; (B) a certificate signed by an authorized responsible officer of such Guarantor containing representations and warranties on Annex 1 behalf of such Guarantor to the Guarantee same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of this Agreement (but with respect to such Guarantor and executed such NPA Guaranty rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Guarantor and the due authorization by all requisite action on the part of such Guarantor of the execution and delivery of such NPA Guaranty and the performance by such proposed Guarantor. If, at any time following Guarantor of its obligations thereunder; and (D) an opinion of counsel reasonably satisfactory to the Effective Date, a Required Holders covering such matters relating to such Guarantor ceases to be a Restricted Subsidiary and such NPA Guaranty as the Required Holders may reasonably request. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee At the election of the Obligations shall Company and by written notice to each holder of Notes, any Guarantor may be automatically released discharged from all of its obligations and such Guarantor liabilities under its NPA Guaranty and shall be automatically released from its obligations under thereunder without the Guarantee Agreement. In additionneed for the execution or delivery of any other document by the holders, provided that (i) if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Guarantor has been released and discharged (or will be released from and discharged concurrently with the release of such Guarantor under its guarantee of NPA Guaranty) under such Material Credit Facility, (ii) at the Obligationstime of, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred be existing, (iii) no amount is then due and be continuingpayable under such NPA Guaranty, then immediately upon (iv) if in connection with such Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee holders of the Obligations Notes shall be automatically released receive equivalent consideration substantially concurrently therewith and such (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). (c) The failure of a Non-Subsidiary Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no to comply with Section 9.7(a)(i) or (ii) will constitute non-compliance by a Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by with this Section 6.109.7.

Guarantors. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, No Guarantor (other than a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the whose Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor is to be released from its guarantee in accordance with the terms of Section 3.03) shall consolidate with or merge with or into another Person, whether or not such Person is affiliated with such Guarantor and whether or not such Guarantor is the Surviving Person, unless (i) the Surviving Person (if other than such Guarantor) is a corporation organized and validly existing under the laws of the ObligationsUnited States, any State thereof or the District of Columbia or, if any such Guarantor was a Foreign Restricted Subsidiary, under the laws of the United States of America or any state thereof or the District of Columbia or the jurisdiction under which the Foreign Restricted Subsidiary was organized; (ii) the Surviving Person (if other than such Guarantor) expressly assumes by supplemental indenture all the obligations of such Guarantor under its Guarantees of the Senior Subordinated Notes and a Responsible Officer the performance and observance of Borrower certifies in writing that every covenant of the Indenture to be performed or observed by such Guarantor; (iii) at the time of and immediately after giving effect to such releaseDisposition, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately after giving effect to any such transaction involving the Incurrence by such Guarantor, then immediately upon the delivery directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of such notice and certification Guarantor in connection with or as a result of such transaction as having been Incurred at the time of such transaction), the Borrower could Incur, on a pro forma basis after giving effect to Administrative Agent such Guarantor’s guarantee transaction as if it had occurred at the beginning the latest fiscal quarter for which consolidated financial statements of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Borrower are available, at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Guarantee AgreementConsolidated Coverage Ratio of the first paragraph of Section 6.01(c); provided, however, that this paragraph shall not be a condition to a merger or consolidation of a Guarantor if such merger or consolidation only involves the Borrower and/or one or more other Guarantors. Notwithstanding the foregoing, no nothing in this covenant shall prohibit the consolidation or merger with or into or the sale of all or substantially all of the assets or properties of a Guarantor to any other Restricted Subsidiary that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Guarantor.

Guarantors. Any The Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time after to time as shall be necessary to ensure that such Domestic Subsidiaries of the Effective DateBorrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower may cause or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Immaterial Subsidiary) that shall constitute a Subsidiary hereunder or any Domestic Subsidiary shall cease to guarantee be an Immaterial Subsidiary, the Obligations Borrower and its Subsidiaries will cause such Subsidiary to: (i) become a “Guarantor” hereunder, and a “Securing Party” under the Security Agreement pursuant to a Subsidiary Joinder Agreement; (ii) cause such Domestic Subsidiary to take such action (including delivering such shares of Borrower stock, executing and delivering such UCC financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder to the extent required pursuant to the Security Agreement; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by delivering the Loan Parties pursuant to Section 5.01 on the Effective Date as the Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreementreasonably request. In addition, if Borrower elects promptly but in no event later than 30 days following the formation or acquisition of a Foreign Subsidiary (which period may be extended by notice in writing to the Administrative Agent in its sole discretion), the Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to cause take such Guarantor action, from time to time as shall be released from its guarantee necessary to ensure that 65% of the Obligations, and equity interests of each Foreign Subsidiary that is directly owned by the Borrower or any Domestic Subsidiary (a Responsible Officer “First-Tier Foreign Subsidiary”) shall be pledged in favor of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee (or a sub-agent thereof) for the benefit of the Obligations shall be automatically released and Lenders, pursuant to the Security Agreement or such Guarantor shall be automatically released from its obligations under other pledge or similar agreement as the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence (and in that connection Borrower will, and will cause such Domestic Subsidiary to, comply with the release contemplated by other requirements of this Section 6.10Section).

Guarantors. Any Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time after to time as shall be necessary to ensure that all Subsidiaries of Holdings that are Material Subsidiaries (in each case, other than Foreign Subsidiaries, CFC Holdcos and Domestic Subsidiaries directly or indirectly wholly-owned by Foreign Subsidiaries) are “Guarantors” hereunder. Without limiting the Effective Dategenerality of the foregoing, Borrower may cause in the event that any Obligor or any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreementshall form or acquire any new Subsidiary that is a Material Subsidiary, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at or any time following the Effective Date, Subsidiary shall become a Guarantor ceases to be a Restricted Material Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a in each case, other than any Foreign Subsidiary, in each case as CFC Holdco or Domestic Subsidiary directly or indirectly wholly-owned by a result of a transaction not otherwise prohibited hereunderForeign Subsidiary), then such Guarantor’s guarantee of the Obligations shall be automatically released Obligor and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to Subsidiaries concurrently will: (i) cause such Guarantor new Subsidiary to be released from its guarantee of the Obligationsbecome a “Guarantor” hereunder, and a Responsible Officer “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of Borrower certifies stock together with undated transfer powers executed in writing that immediately after giving effect blank) as shall be necessary to such release, no Default or Event create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of Default shall have occurred and be continuing, then immediately upon the delivery personal property of such notice and certification to Administrative Agent new Subsidiary as collateral security for the obligations of such Guarantor’s guarantee new Subsidiary hereunder, other than voting Equity Interests in excess of sixty-five percent (65%) of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant voting Equity Interests of each Foreign Subsidiary and CFC Holdco; (iii) to the extent that guarantees any Material Debt may be released from the Guarantee parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and its Guarantee Obligation thereunderthis Agreement, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee cause the parent of such Material Debt. Subsidiary to execute and deliver a pledge agreement in favor of Administrative Agent, in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent shall execute such documents as Borrower shall have reasonably request to evidence the release contemplated by this Section 6.10requested.

Guarantors. Any time after the Effective Date, The Borrower may shall cause any each of its Subsidiaries to guarantee pursuant to the Obligations Guaranty Agreement or supplement thereto (or, in the case of a Foreign Subsidiary, any other guarantee agreement requested by the Administrative Agent) the Secured Obligations. In furtherance of the above, the Borrower hereunder by delivering shall promptly (and in any event within 45 days thereof) (i) provide written notice to the Administrative Agent an Assumption Agreement to and the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at Lenders upon any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be Person becoming a Subsidiary, setting forth information in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee reasonable detail describing all of the Obligations shall be automatically released assets of such Person, (ii) cause such Person to execute a supplement to the Guaranty Agreement and such Guarantor shall other Collateral Documents as are necessary for the Borrower and its Subsidiaries to comply with Section 6.27, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person to be automatically released from its obligations under delivered to the Guarantee Agreement. In additionAdministrative Agent (together with undated stock powers signed in blank, if Borrower elects by notice in writing applicable) and pledged to the Administrative Agent pursuant to cause such Guarantor to be released from its guarantee an appropriate pledge agreement(s) in substantially the form of the ObligationsPledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative Agent and (iv) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and a Responsible Officer other authority documents of Borrower certifies in writing that immediately after giving effect such Person and, to the extent requested by the Administrative Agent, favorable opinions of counsel to such releasePerson (which shall cover, no Default or Event of Default shall have occurred among other things, the legality, validity, binding effect and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee enforceability of the Obligations shall be automatically released documentation referred to above), all in form, content and such Guarantor shall be automatically released from its obligations under scope reasonably satisfactory to the Guarantee AgreementAdministrative Agent. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) or such other guarantee agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Borrower and that guarantees any Material Debt may be released from the Guarantee Agreement relevant Subsidiaries shall provide the pledge agreements required under this Section 6.26 or Section 6.27. Notwithstanding the foregoing, so long as the EBITDA of FlexCrete Building Systems, L.C. for the most recently completed four fiscal quarter period does not exceed one percent (1%) of the Consolidated EBITDA for the Borrower and its Guarantee Obligation thereunderSubsidiaries for the same period, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as the Borrower shall reasonably request not be required to evidence cause FlexCrete Building Systems, L.C. to guarantee the release contemplated by this Section 6.10Secured Obligations.

Guarantors. Any time (a) With respect to any owner of any Secured Pool Property, as of the date such Secured Pool Property shall be included in the calculation of Maximum Loan Availability, and from and after the Effective Collateral Release Event, within five (5) Business Days of (x) with respect to any Subsidiary of the Parent (other than the Borrower) that owns, directly or indirectly, any Equity Interests of any owner of any Unencumbered Pool Property, the Collateral Release Event (or if later, the date such Subsidiary acquires such Equity Interests) and (y) any other Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Agreement Date, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xviii) of Section 6.1(a) and under Section 6.1(e) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, at however, promptly (and in any time following event within five (5) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor owns no Pool Property, nor any direct or indirect Equity Interest in any Subsidiary that owns a Pool Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall execute have received such documents written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time after (a) The Parent shall ensure that at all times: (i) the Effective Dateaggregate of the earnings before interest, Borrower may cause any tax, depreciation and amortisation (calculated on the same basis as EBITDA, as defined in Clause 19 (Financial Covenants)); (ii) the aggregate of its Subsidiaries to guarantee the Obligations gross assets; and (iii) the aggregate of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreementturnover, in form set forth on Annex 1 to of the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary Guarantors (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee any member of the Obligations Group) represents not less than 90% of the EBITDA (as defined in Clause 19 (Financial Covenants), aggregate gross assets and aggregate turnover, respectively, of the Adjusted Group . (b) The Parent shall be automatically released ensure that each Material Company which is not a Guarantor becomes a Guarantor in accordance with Clause 30.4 (Additional Guarantors) within 10 Business Days of becoming a Material Company. (c) The Parent need not perform their obligations under paragraphs (a) and/or (b) above if: (i) it is unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would result in a personal liability for the directors of that person; (ii) where the relevant person is a joint venture entity, the relevant person is prohibited from becoming a Guarantor under the provisions of any agreement governing such joint venture; or (iii) where the relevant person is a joint venture entity, the approval of any other joint venture partner is required for that relevant person to become a Guarantor under the provisions of any agreement governing that joint venture and such approval is refused by the concerned joint venture partner(s). (d) Each Obligor must use, and procure that the relevant person uses, all reasonable endeavours (including, if necessary, agreeing to a limit on any amount guaranteed but not including the payment of any material amounts) lawfully available to: (i) avoid any such unlawfulness or personal liability; or (ii) procure the removal of or exemption from prohibitions from becoming a Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee applicable agreement(s) or procure the approval of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10relevant joint venture partner(s).

Guarantors. Any (a) Not later than the applicable Required Joinder Date following the date on which any of the following conditions first applies to any Subsidiary that is not a Guarantor, the Borrower shall cause such Subsidiary to execute and deliver an Accession Agreement (or if at such time a Guaranty is not in effect, a Guaranty substantially in the form of the Exhibit E) and the items specified in subsection (b) below: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower (or, from and after the Effective DateReorganization, the REIT Entity or any Subsidiary of the REIT Entity) (other than (A) Guarantees of, and other obligations in respect of, Indebtedness relating to construction loans in an aggregate amount for such Guarantees and other obligations not in excess of $200,000,000 at any time, (B) Nonrecourse Indebtedness Guarantees and Guarantees of the type described in clause (b) of the definition of Excluded Subsidiary, (C) obligations in respect of Indebtedness of a Subsidiary in respect of which recourse is limited to pledges of Equity Interests in the Subsidiary that is the primary obligor under such Indebtedness, (D) any Guaranty of Indebtedness of any Subsidiary acquired or assumed in connection with an acquisition of such Subsidiary (so long as such Guaranty was in existence prior to the consummation of such acquisition and not incurred in contemplation thereof) and (E) intercompany Indebtedness of a Subsidiary (1) owing to a Loan Party or (2) owing to another Subsidiary so long as such Indebtedness is subordinated to the Obligations); or (ii) (A) such Subsidiary owns an Eligible Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, incurs or suffers to exist (whether as a borrower, co-borrower, guarantor or otherwise) any Recourse Indebtedness (other than intercompany Indebtedness of a Subsidiary (1) owing to a Loan Party or (2) owing to another Subsidiary so long as such Indebtedness is subordinated to the Obligations). (b) On the date that any Accession Agreement or Guaranty is required to be delivered pursuant to subsection (a) above, the Borrower may shall cause any each Subsidiary that is required to become a Guarantor to deliver, in addition to the Accession Agreement or Guaranty to which it is a party, each of its Subsidiaries the following in form and substance reasonably satisfactory to guarantee the Obligations Administrative Agent: (i) if requested by the Administrative Agent, an opinion of Borrower hereunder by delivering counsel to such Subsidiary, addressed to the Administrative Agent an Assumption Agreement and the Lenders; (ii) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each such Subsidiary certified as of a recent date by the Secretary of State of the state of formation of such Subsidiary; (iii) a certificate of good standing (or certificate of similar meaning) with respect to each such Subsidiary issued as of a recent date by the Secretary of State of the state of formation of each such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Subsidiary is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (iv) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary with respect to each of the officers of such Subsidiary authorized to execute and deliver the Loan Documents to which such Subsidiary is a party; (v) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary of (A) the by-laws of such Subsidiary, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Subsidiary to authorize the execution, delivery and performance of the Loan Documents to which it is a party; and (vi) such other documents, agreements and instruments as the Administrative Agent or any Lender through the Administrative Agent, may reasonably request. Until a Subsidiary that is required to become a Guarantor under clause (ii) of the immediately preceding subsection (a) becomes a Guarantor, and delivers to the Guarantee AgreementAdministrative Agent the items required to be delivered pursuant to this subsection (b), in form set forth on Annex 1 to the Guarantee Agreement and executed (i) no Eligible Property owned or leased by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released included in calculations of Unencumbered Pool Value and (ii) no income attributable to any Eligible Property owned or leased by such Guarantor Subsidiary shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice included in writing to Administrative Agent to cause such Guarantor to be released from its guarantee calculations of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Unencumbered NOI.

Guarantors. Any (a) Within five (5) Business Days of any Subsidiary of Borrower executing and delivering a Guaranty of any Indebtedness of the Borrower or the Parent (excluding, however, (i) any Subsidiary executing such a Guaranty in connection with Indebtedness incurred in connection with the acquisition of such Subsidiary by the Borrower or the Parent or in connection with the acquisition of property by such Subsidiary, so long as such Guaranty is executed at the time after such Indebtedness is incurred, (ii) any Subsidiary executing a Guaranty of Indebtedness which is based in substantial part on the Effective Datevalue of the assets of such Subsidiary and which, Borrower may cause any in connection with such Guaranty, also provides a Mortgage, Negative Pledge or other Lien on all or substantially all of its Subsidiaries assets to guarantee secure such Indebtedness, and (iii) any Subsidiary whose Guaranty prohibits such Subsidiary from guarantying other Indebtedness of the Obligations of Borrower hereunder by delivering [Borrower and Parent agreeing to use their reasonable efforts to not agree to such a prohibition]), the Borrower shall deliver to the Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (a) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (b) the items that would have been delivered under subsections (iv) through (viii), at any time following (xiii) and (xix) of Section 6.1.(a) if such Subsidiary had been a Guarantor on the Effective Agreement Date. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (but not the Parent) from the Guaranty so long as: (i) such Guarantor owns no Borrowing Base Property, nor any direct or indirect equity interest in any Subsidiary that does own a Borrowing Base Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary party to the Guaranty under this Section; and (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryiii) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10release.

Guarantors. Any time (a) Within fifteen (15) Business Days after the Effective Datedate of any Person becoming a Required Guarantor, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, in form set forth on Annex 1 a joinder or amendment to the Guarantee Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement and executed by such proposed Required Guarantor. If, at (B) the items that would have been delivered under subsections (vi) through (xiii) of Section 6.1.(a) and under Section 6.1.(f) if such Person had been a Required Guarantor on the Agreement Date and (C) prior to the Collateral Release Date, an executed Pledge Joinder Agreement; provided, however, promptly (and in any time following event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, a Guarantor ceases to be a Restricted as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if The Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies may request in writing that immediately after giving effect to such the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Debt. Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); (iii) the Administrative Agent shall execute have received such documents written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iv) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence such request. (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Pledge Agreement so long as: (i) such Subsidiary Guarantor owns no Eligible Property, nor any direct Equity Interest in any Subsidiary that owns an Eligible Property; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Pledge Agreement under the immediately preceding subsection (a), (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (iv) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) on and as of the date of such release contemplated with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by this Section 6.10materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release; and (vi) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. Any time The Company shall cause each of its Restricted Subsidiaries (other than the Excluded Subsidiaries, Immaterial Subsidiaries and each member of the Propel Group)) to guarantee pursuant to the Multiparty Guaranty or supplement or counterpart thereto (or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Required Holders) the obligations of the Company evidenced by the Notes and under the other Transaction Documents. In furtherance of the above, after the Effective Dateformation or acquisition of any Restricted Subsidiary or the occurrence of a Subsidiary Redesignation, Borrower may the Company shall promptly (and in any event upon the earlier of (x) such time as such Restricted Subsidiary becomes a guarantor, co-borrower or other obligor under the Credit Agreement and (y) within 45 days after such formation or acquisition or such Subsidiary Redesignation): (i) provide written notice to the holders of Notes upon any Person becoming a Subsidiary, setting forth information in reasonable detail describing all of the assets of such Person; (ii) cause such Person (other than any Excluded Subsidiary, Immaterial Subsidiary and member of the Propel Group) to execute a supplement or counterpart to the Multiparty Guaranty and such other Collateral Documents as are necessary for the Company and its Subsidiaries to guarantee comply with Section 9.8; (iii) cause the Obligations Applicable Pledge Percentage of Borrower hereunder by delivering the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to Administrative Agent an Assumption Agreement be delivered to the Guarantee AgreementCollateral Agent (together with undated stock powers signed in blank, if applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form set forth on Annex 1 reasonably acceptable to the Guarantee Agreement Required Holders; and executed by (iv) deliver such proposed Guarantor. Ifother documentation as the Required Holders may reasonably request in connection with the foregoing, at any time following the Effective Dateincluding, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation without limitation, certified resolutions and other authority documents of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases Person and, to be a Subsidiarythe extent requested by the Required Holders, in each case as a result favorable opinions of a transaction not otherwise prohibited hereundercounsel to such Person (which shall cover, then such Guarantor’s guarantee among other things, the legality, validity, binding effect and enforceability of the Obligations shall be automatically released documentation referred to above), all in form, content and such Guarantor shall be automatically released from its obligations under scope reasonably satisfactory to the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee AgreementRequired Holders. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Multiparty Guaranty (or supplement thereto) or such other guaranty agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Company and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent relevant Restricted Subsidiaries shall execute such documents as Borrower shall reasonably request to evidence provide the release contemplated by pledge agreements required under this Section 6.109.7 or Section 9.8. Notwithstanding the foregoing, the Company will be required to comply with this Section 9.7 with respect to any Subsidiaries of Propel Acquisition LLC to the extent that the provisions of the Propel Indebtedness no longer prohibits the guaranty of the obligations evidenced by the Notes or the granting of security with respect thereto, and (y) with respect to any Immaterial Subsidiary if it ceases to be an Immaterial Subsidiary under the terms of the definition thereof.

Guarantors. Any time after (a) If during any fiscal quarter (i) a Subsidiary that should be a Parent Guarantor is organized or acquired, (ii) a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, or (iii) prior to the Investment Grade Election, a Subsidiary that is not already a Guarantor (A) obtains an ownership interest in any Eligible Property, (B) generates any Unencumbered Management Fee EBITDA, (C) is not an Excluded Subsidiary and becomes a Material Subsidiary, or (D) is not a Parent Guarantor and becomes an owner, directly or indirectly, of any Equity Interests in any Captive Insurance Subsidiary or in any Subsidiary that is a Guarantor or is other described in this clause (iii), then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter, the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and such other documentation as the Administrative Agent may reasonably request. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent release a Guarantor, other than any Parent Guarantor, from the Guaranty so long as: (i) such Guarantor owns no Eligible Property, nor any direct or indirect equity interest in any Subsidiary that owns an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by Eligible Property; (ii) such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery in existence or would occur as a result of such notice release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 6.16; (iv) the representations and certification warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such Guarantor’s guarantee written request (which such request shall include a certificate of an Authorized Signatory of the Obligations Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall be automatically released constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) If the Investment Grade Election is made, the Administrative Agent shall promptly release all of the Guarantors described in clauses (d) and (e) of the definition of “Guarantor” from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release; and (ii) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by an Authorized Signatory of the Borrower, certifying that: (A) the Investment Grade Election have been made; (B) no Subsidiary Guarantor to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness; and (C) at the time of the delivery of notice requesting such release, on the proposed effective date of the Investment Grade Release and immediately before and immediately after giving effect to the Investment Grade Release, (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (I) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (II) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (d) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Loan Documents.

Guarantors. Any time after the Effective Date(a) The Company shall ensure that, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement subject to the Guarantee Agreement, in form set forth on Annex 1 Agreed Security Principles and subject to the Guarantee Agreement and executed by such proposed Guarantor. Ifbelow paragraphs of this Clause, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary all Material Companies (including as a result of a redesignation of such Restricted Subsidiary as other than an Unrestricted Excluded Subsidiary) or ceases to be a Subsidiarywhich are members of the Group are Guarantors and that the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors and the US Guarantors and the aggregate gross assets of the Guarantors and the US Guarantors, (in each case calculated on an unconsolidated basis and excluding all intra-Group items) represents not less than 85 per cent. of Consolidated EBITDA and consolidated gross assets of all members of the Group (in each case not including the Excluded Subsidiaries), in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee calculated by reference to (A) the Original Financial Statements of the Obligations Company prior to the Closing Date; and (B) thereafter, with each set of Annual Financial Statements (the “Guarantor Coverage Test”). ​ (b) The Company shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing not have any obligation to Administrative Agent to cause such Guarantor to be released from its guarantee procure that any member of the Obligations, and a Responsible Officer Group becomes an Additional Guarantor unless the Annual Financial Statements demonstrate that the same would be necessary in order to comply with the requirements of Borrower certifies in writing that immediately after giving effect to such releasethis Clause 27.13. (c) If the Guarantor Coverage Test is not complied with as at the time of delivery of any Compliance Certificate accompanying the Annual Financial Statements, no Default will occur provided that (subject to the Agreed Security Principles), the Company procures that additional members of the Group become Guarantors within 30 Business Days (or Event such longer period agreed between the Agent (acting reasonably) and the Company) of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification Compliance Certificate so that, when retested at the end of such 30 Business Day period (or if agreed, such longer period) by reference to Administrative Agent the Annual Financial Statements accompanying such Guarantor’s guarantee of Compliance Certificate, the Obligations shall be automatically released and such Guarantor shall be automatically released from Coverage Test is complied with. (d) The Company need only perform its obligations under paragraph (a) above, to the Guarantee Agreement. Notwithstanding extent it is not unlawful for the foregoing, no relevant person to become a Guarantor that is a Significant Subsidiary and that guarantees person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (e) Any member of the Group (other than an Excluded Subsidiary) that becomes a Material Company and any Material Debt Company (other than an Excluded Subsidiary) acquired in accordance with this Agreement after the Closing Date shall become, subject to the Agreed Security Principles, a Guarantor and grant Security as the Agent may be released from reasonably require and shall accede to the Guarantee Intercreditor Agreement within 30 Business Days (or such longer period agreed between the Agent (acting reasonably) and its Guarantee Obligation thereunder, including the Company) of delivery of any Compliance Certificate accompanying the Annual Financial Statements. (f) Nothing in this Agreement shall require any Excluded Subsidiary to accede as a result of being designated Guarantor for so long as it is an Unrestricted Excluded Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any time If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor (other than the Excluded Subsidiaries for the thirty (30) day period after the Effective Date) becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) execute (or cause the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance satisfactory to the Administrative Agent, together with such supporting documentation (including authorizing resolutions and opinions of counsel) as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary allowed without causing a Deemed Dividend Problem, and (b) to the extent deemed necessary by the Required Lenders, enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee Guarantor that does not pass the Obligations of Borrower hereunder by delivering to Administrative Agent Material Subsidiary Test and is not an Assumption Agreement to the Guarantee Agreement, obligor in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee respect of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt Senior Notes may be released from the Guarantee Agreement Guaranty by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the Material Subsidiary Test and its Guarantee Obligation thereunderis not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, including as a result in the Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of being designated as an Unrestricted the Senior Notes. The Guarantor subject of such notice shall automatically be deemed removed from the Guaranty thirty (30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Similarly, in the event that any Foreign Subsidiary, unless the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary Test and is not an obligor in respect of the Senior Notes, such Guarantor is simultaneously Foreign Subsidiary may be released from its guarantee the applicable pledge agreement by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Foreign Subsidiary’s release, certify that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Foreign Subsidiary subject of such Material Debt. notice shall automatically be deemed released from the pledge agreement thirty (30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent shall execute provides written notice to the Borrower within such documents as Borrower shall reasonably request 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to evidence the release contemplated by this Section 6.10.substantiate such

Guarantors. Any time after (a) Not later than the Effective Date, Borrower may cause applicable Required Joinder Date following the date on which any of its Subsidiaries the following conditions first applies to guarantee any Subsidiary that is not a Guarantor, the Obligations Borrower shall cause such Subsidiary to execute and deliver an Accession Agreement (or if at such time a Guaranty is not in effect, a Guaranty substantially in the form of the Exhibit E) and the items specified in subsection (b) below: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower hereunder or any other Subsidiary of the Borrower (other than (w) Guarantees of, and other obligations in respect of, Indebtedness relating to construction loans in an aggregate amount for such Guarantees and other obligations not in excess of $200,000,000 at any time, (x) Nonrecourse Indebtedness Guarantees and Guarantees of the type described in clause (b) of the definition of Excluded Subsidiary, (y) obligations in respect Indebtedness of a Subsidiary in respect of which recourse is limited to pledges of Equity Interests in the Subsidiary that is the primary obligor under such Indebtedness and (z) any Guaranty of Indebtedness of any Subsidiary acquired or assumed in connection with an acquisition of such Subsidiary so long as such Guaranty was in existence prior to the consummation of such acquisition and not incurred in in contemplation thereof); or (ii) (A) such Subsidiary owns an Eligible Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, incurs or suffers to exist (whether as a borrower, co-borrower, guarantor or otherwise) any Recourse Indebtedness. (b) On the date that any Accession Agreement or Guaranty is required to be delivered pursuant to subsection (a) above, the Borrower shall cause each Subsidiary that is required to become a Guarantor to deliver, in addition to the Accession Agreement or Guaranty to which it is a party, each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) if requested by delivering the Administrative Agent, an opinion of counsel to such Subsidiary, addressed to the Administrative Agent an Assumption Agreement to and the Guarantee AgreementLenders; (ii) the certificate or articles of incorporation or formation, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifarticles of organization, at any time following the Effective Datecertificate of limited partnership, a Guarantor ceases to be a Restricted Subsidiary (including as a result declaration of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) trust or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.other comparable organizational

Guarantors. Any time (a) Within fifteen (15) Business Days after the Effective Datedate of any Person becoming a Required Guarantor, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, in form set forth on Annex 1 a joinder or amendment to the Guarantee Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement and executed by such proposed Required Guarantor. If, at (B) the items that would have been delivered under subsections (vi) through (xiii) of Section 6.1.(a) and under Section 6.1.(f) if such Person had been a Required Guarantor on the Agreement Date and (C) prior to the Collateral Release Date, an executed Pledge Joinder Agreement; provided, however, promptly (and in any time following event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, a Guarantor ceases to be a Restricted as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if The Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies may request in writing that immediately after giving effect to such the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. for the periods for which financial statements have been delivered (or were required to be delivered) (as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Debt. Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); (iii) the Administrative Agent shall execute have received such documents written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iv) at least 100 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence such request. (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Pledge Agreement so long as: (i) such Subsidiary Guarantor owns no Eligible Property, nor any direct Equity Interest in any Subsidiary that owns an Eligible Property; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Pledge Agreement under the immediately preceding subsection (a), (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (iv) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) on and as of the date of such release contemplated with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by this Section 6.10materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release; and (vi) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. Any time The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantor (and from and after the Effective DateDate cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days after becoming a Material Domestic Subsidiary of the Borrower may (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a "Guarantor" under this Agreement)), and (b) deliver and cause any each such Subsidiary to deliver customary resolutions, opinions of its Subsidiaries to guarantee counsel, and such other customary documentation as the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement may reasonably request, all in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent; provided, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifhowever, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery Borrower's written request of such notice and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Guarantor’s guarantee of the Obligations Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be automatically released required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such Guarantor shall be automatically released from its obligations under other customary documentation as the Guarantee AgreementAdministrative Agent may reasonably request. Notwithstanding the foregoing, no the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the Subsidiaries that are required to become Guarantors pursuant to the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary to become a Guarantor that is a Significant Subsidiary by executing and that guarantees any Material Debt may be released from delivering to the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such documents other customary documentation as the Administrative Agent may reasonably request. The Borrower shall reasonably request may cause any Subsidiary that becomes a Guarantor pursuant to evidence the release contemplated preceding sentence that has not since become a Material Domestic Subsidiary to cease being a Guarantor at any time by this Section 6.10notice to the Administrative Agent.

Guarantors. Any time after (a) Except as set forth in Section 5.09(b), (i) if an Eligible Foreign Subsidiary is designated as a Foreign Subsidiary Borrower pursuant to Section 2.23, contemporaneously with the Effective Datedeliveries required to be furnished to the Administrative Agent pursuant to Section 4.03, and (ii) if any Person becomes a Subsidiary of MK Holdings or any Subsidiary qualifies independently as, or is designated by the Company or the Administrative Agent as, a Guarantor pursuant to the definition of “Material Subsidiary”, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) thereof, (A) solely in the case of clause (ii) above, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail as to whether such Subsidiary is a Material Subsidiary and (B) in each case, the Company shall cause each such Foreign Subsidiary Borrower may cause any or each such Subsidiary which qualifies as a Material Subsidiary to deliver to the Administrative Agent (1) (x) a joinder to the Guaranty described in clause (a) of its Subsidiaries the definition of “Guaranty” (in the form contemplated thereby) pursuant to which such Foreign Subsidiary Borrower or Subsidiary, as applicable, agrees to be bound by the terms and provisions thereof or (y) if such Subsidiary is a Foreign Subsidiary and local counsel advises the Administrative Agent that such Guaranty is not effective under the laws of such Foreign Subsidiary’s jurisdiction of organization to provide a guarantee of the Obligations by such Foreign Subsidiary with substantially the substance and scope as contemplated by the terms of Borrower hereunder such Guaranty, a Guaranty described in clause (b) of the definition of “Guaranty” that is governed by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreementlaws of such Foreign Subsidiary’s jurisdiction of organization, in form set forth on Annex 1 and substance reasonably satisfactory to the Guarantee Agreement Administrative Agent, and executed (2) to the extent not appropriately included in the documentation described in the preceding clause (1) or in documentation required by such proposed Guarantor. If, at any time following Sections 2.23 and 4.03 (in the Effective Datecase of a Material Subsidiary that is a Foreign Subsidiary Borrower), a Guarantor ceases joinder to this Agreement pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof, in any such case, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as reasonably requested by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (i) No Subsidiary that is a Restricted CFC or a CFC Holding Company shall be required to guarantee (or if already a Guarantor, shall be required to continue to guarantee) (1) any Obligations of any Domestic Subsidiary or (including as a result 2) any Obligations of a redesignation another Loan Party to the extent and in respect of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such GuarantorLoan Party’s guarantee of the Obligations of any Domestic Subsidiary and (ii) no Subsidiary shall be automatically released and such Guarantor required to become (or if already a Guarantor, shall be automatically released required to continue as) a Guarantor to the extent (x) such Subsidiary is prohibited by applicable law, rule or regulation from guaranteeing the Obligations or which would require governmental or regulatory consent, approval, license or authorization to provide such guaranty (unless such consent, approval, license or authorization has been received), (y) such Subsidiary is a non-wholly owned Subsidiary and is prohibited by its obligations under organizational documents or applicable equity holder agreement from guaranteeing the Guarantee Agreement. In addition, if Borrower elects by notice in writing Obligations or which would require the consent or approval of an equity holder (other than MK Holdings or any of its wholly owned Subsidiaries) to provide such guaranty (unless such consent or approval has been received) or (z) the Administrative Agent to cause such Guarantor to be released from its guarantee of determines that the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default cost or Event of Default shall have occurred and be continuing, then immediately upon the delivery other consequence of such notice and certification Subsidiary providing such a guarantee is excessive in relation to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10value afforded thereby.

Guarantors. Any time after (a) If during any fiscal quarter, by way of Division or otherwise, (i) a Subsidiary that should be a Parent Guarantor is organized or acquired or (ii) a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any such Subsidiary or its assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and such other documentation as the Administrative Agent may reasonably request. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to release a Guarantor, other than any Parent Guarantor, from the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by Guaranty so long as: (i) [reserved]; (ii) such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases is not required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery in existence or would occur as a result of such notice release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 6.16; (iv) the representations and certification warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such Guarantor’s guarantee written request (which such request shall include a certificate of an Authorized Signatory of the Obligations Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall be automatically released constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Loan Documents.

Guarantors. Any time (a) The Parent Guarantor and the Issuer shall ensure that at all times after the Effective Datedate of this Agreement the aggregate: (i) earnings before interest, Borrower tax and amortization (calculated on the same basis as EBITA) of the Obligors (calculated on an unconsolidated basis and excluding all unrealized intra-Group profits of any member of the Group) exceeds 80% of EBITA of the Group; and (ii) gross assets of the Obligors (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceeds 80% of the consolidated gross assets of the Group. Notwithstanding the foregoing, the Parent Guarantor and the Issuer need only perform their obligations under this Section 9.31(a) if it is not unlawful for the relevant Person to become a Subsidiary Guarantor and that Person becoming a Subsidiary Guarantor would not result in personal liability for that Person’s directors or other management. Each Obligor must use, and must procure that the relevant Person uses, all reasonable endeavors lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The holders may (but shall not be obliged to) agree to such a limit if, in their opinion, to do so would avoid the relevant unlawfulness or personal liability. (b) The Parent Guarantor and the Issuer shall ensure that each Material Company (other than the Issuer, the French Subsidiary and the Czech Subsidiary) is a Subsidiary Guarantor. (c) The Parent Guarantor and the Issuer shall ensure that each Subsidiary (other than the Issuer) that at any time becomes obligated as a borrower or a guarantor under or with respect to any Principal Lending Facility is a Subsidiary Guarantor. (d) The Parent Guarantor and the Issuer shall, at their sole cost and expense, cause any each Subsidiary that, after the date of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee this Agreement, becomes a Subsidiary Guarantor to concurrently therewith deliver to each of the holders of the Notes the following items: (i) an executed Joinder Agreement; (ii) (A) in form set forth on Annex 1 to the case of any Subsidiary that is incorporated or formed under the laws of England and Wales, an executed English Guarantee Agreement and (B) in the case of any Subsidiary that is incorporated or formed under the laws of any jurisdiction outside the United States of America and England and Wales, an executed guarantee agreement in form and substance reasonably satisfactory to the Required Holders; (iii) any security documents which are required by the Required Holders executed by such proposed Guarantor. IfSubsidiary in form and substance reasonably satisfactory to the Required Holders; (iv) evidence in form and substance reasonably satisfactory to the Required Holders that such Subsidiary has become party to the Intercreditor Deed as a “Debtor” in accordance with the terms thereof: (v) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by the Note Documents being executed by such Subsidiary; (vi) an opinion of counsel to such Subsidiary in form and substance reasonably satisfactory to the Required Holders to the effect that (w) the Note Documents being executed by such Subsidiary have been duly authorized, executed and delivered by such Subsidiary, (x) the Note Documents being executed by such Subsidiary constitute the legal, valid and binding contracts and agreements of such Subsidiary, enforceable in accordance with their terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles), (y) the execution, delivery and performance by such Subsidiary of the Note Documents being executed by such Subsidiary do not (A) violate any law, rule or regulation applicable to such Subsidiary, or (B) (1) conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Security not permitted by this Agreement or (2) conflict with or result in any breach of any of the provisions of or constitute a default under the provisions of the constitutive documents of such Subsidiary, and (z) any Security being granted by such Subsidiary to the holders of Notes constitutes a valid, attached and perfected Security in favor of the holders; and (vii) such Subsidiary’s most recent annual financial statements in the form specified in Section 7.1(b). (e) If at any time following the Effective Datetime, a Guarantor ceases any Subsidiary Guarantor: (i) is not required to be a Restricted Subsidiary Guarantor pursuant to Sections 9.31(a) or 9.31(b), (including as ii) is not a result borrower under any Principal Lending Facility and, pursuant to the terms and conditions of a redesignation each Principal Lending Facility, is discharged and released from any guarantee it shall have granted with respect to each such Principal Lending Facility, and (iii) the Parent Guarantor shall have delivered to each holder of Notes an Officer’s Certificate of the Parent Guarantor certifying that (x) the conditions specified in clauses (i) and (ii) above have been satisfied and (y) immediately preceding the release of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of with respect to the Obligations, Notes and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such releasethereto, no Default or Event of Default shall will have occurred and be continuingexisted or would exist, then immediately then, upon receipt by the delivery holders of Notes of such notice Officer’s Certificate, such Subsidiary Guarantor will be discharged and certification to Administrative Agent such Guarantor’s guarantee of released, automatically and without the Obligations shall be automatically released and such Guarantor shall be automatically released need for any further action, from its obligations under its Joinder Agreement, English Guarantee Agreement or other guarantee agreement (if applicable) with respect to the Guarantee AgreementNotes; provided that, if in connection with any release of a Subsidiary Guarantor from its guarantee with respect to any Principal Lending Facility any fee or other consideration is paid or given to any Person in connection with such release, each holder of a Note shall receive equivalent consideration on a pro rata basis. Without limiting the foregoing, for purposes of further assurance, each of the holders agrees to provide to the Obligors, if reasonably requested by the Obligors and at the Issuer’s expense, written evidence of such discharge and release signed by such holder. (f) Notwithstanding the foregoing, no Guarantor that is a Significant if pursuant to Sections 9.31(a), 9.31(b) or 9.31(c) the French Subsidiary and/or the Czech Subsidiary are required to become Subsidiary Guarantors, the requirements of Section 9.31(d) shall apply, provided, however, the French Subsidiary and the Czech Subsidiary shall not be required to provide Security unless the Required Holders request that guarantees any Material Debt may Security be released from provided in accordance with the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this requirements set forth in Section 6.109.31(d) regarding security documents.

Guarantors. Any time after (a) Within 5 Business days following the Effective date on which any of the following conditions applies to any Subsidiary or Unconsolidated Affiliate that is not already a Guarantor, the Parent and the Borrower shall cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement and the items that would have been delivered under subsections (iv) through (viii) and (xii) of Section 5.1.(a) if such Subsidiary or Unconsolidated Affiliate had been a Guarantor on the Agreement Date: (i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; (2) the Borrower; (3) any other Subsidiary of the Parent or the Borrower (except in the case of an Unconsolidated Affiliate Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate); or (ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the Unencumbered Asset Value. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to release, and upon receipt of such request the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective DateAdministrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor is not the Parent; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall execute have received such documents written request at least ten (10) days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time (a) Within fifteen (15) days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following items, each in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) a Joinder Agreement and executed by such proposed Guarantor. If, at any time following Material Subsidiary and (ii) the items that would have been delivered under Sections 5.1(a)(iv) through (viii) if such Material Subsidiary had been one on the Effective Date. Additionally, in the event that any Subsidiary of Borrower or CLP, whether presently existing or hereafter formed or acquired, which is not a Guarantor ceases at such time, shall after the date hereof become a guarantor under any existing or future Unsecured Debt of Borrower or any other Loan Party, then Borrower shall cause such Subsidiary to execute and deliver the items described in this Section 7.12.(a). (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, the applicable Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a Restricted Subsidiary party to the Guaranty under this Section 7.12.; (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryii) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery in existence or would occur as a result of such notice release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in this Section 7.12; (iii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release and certification (iv) Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to Administrative Agent either that (A) if the Guarantor is a Material Subsidiary, the Borrower has disposed of or simultaneously with such Guarantor’s guarantee release will dispose of its entire interest in such Guarantor or (B) if Guarantor is the owner of an Unencumbered Asset, but not a Material Subsidiary, that all assets owned by such Guarantor have been removed from the calculation of Unencumbered Asset Value. Delivery by the Borrower to the Administrative Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the Obligations shall be automatically released date of the giving of such request and as of the date of the effectiveness of such Guarantor shall be automatically released from its obligations under the Guarantee Agreementrequest) are true and correct with respect to such request. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt the foregoing provisions shall not apply to CLP, which may only be released from upon the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result written approval of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence and all of the release contemplated by this Section 6.10Lenders.

Guarantors. Any time (a) Within 5 Business Days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary) after the Effective Agreement Date, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xv) of Section 6.1.(a) and under Section 6.1.(e) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, at however, promptly (and in any time following event within 5 Business Days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than the Parent) from the Guaranty so long as: (i) such Guarantor owns no Unencumbered Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time In the event that any Restricted Company shall form or acquire any new subsidiary after the Effective Datedate hereof (and in the event that NCI shall form or acquire any new subsidiary after the date hereof constituting a "Restricted Subsidiary" under and as defined in the Public Note Indentures or shall designate an existing Unrestricted Subsidiary as a "Restricted Subsidiary" under and as defined in the Public Note Indentures), Borrower may such Credit Party will, within five Business Days of such formation or acquisition, cause any of such new subsidiary (or such "Restricted Subsidiary"): (i) to execute and deliver to the Collateral Agent a Joinder Agreement (and thereby become a party to this Agreement, as a "Restricted Company" hereunder, and the Restricted Company Guarantee and Security Agreement and Intercreditor and Collateral Agency Agreement, as a "Guarantor" thereunder) and to pledge and grant a security interest in its Subsidiaries property pursuant to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Restricted Company Guarantee and Security Agreement to the Collateral Agent for the benefit of the Lenders and the Vendors; (ii) to take such action (including delivering such shares of stock and executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens consistent with the provisions of the Security Documents, on substantially all of the shares of stock and property of such new subsidiary (or such "Restricted Subsidiary") under the Restricted Company Guarantee and Security Agreement; and (iii) to deliver such proof of corporate action, incumbency of officers and other documents (including, opinions of counsel, but only in form set forth on Annex 1 the case of any such subsidiary, or group of subsidiaries, that in the aggregate have assets with a fair market value exceeding $10,000,000 and then only to the Guarantee Agreement and executed extent requested by such proposed Guarantor. If, at the Administrative Agent or any time following Lender) as is consistent with those delivered by each Restricted Company pursuant to Section 5.01 upon the Effective DateDate or as either Agent shall have requested. Notwithstanding the foregoing, a Guarantor ceases to no subsidiary that is an "Unrestricted Subsidiary" under and as defined in the Public Note Indentures shall be a Restricted Subsidiary (including designated as a result of a redesignation of such "Restricted Subsidiary Subsidiary" under and as an Unrestricted Subsidiary) or ceases to be a Subsidiary, defined in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released Public Note Indentures unless immediately Credit Agreement prior thereto and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such releasethereto, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any (a) Not later than the applicable Required Joinder Date following the date on which any of the following conditions first applies to any Subsidiary that is not a Guarantor, the Borrower shall cause such Subsidiary to execute and deliver an Accession Agreement (or if at such time a Guaranty is not in effect, a Guaranty substantially in the form of the Exhibit B) and the items specified in subsection (b) below: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower (or, from and after the Effective DateReorganization, the REIT Entity or any Subsidiary of the REIT Entity) (other than (A) Guarantees of, and other obligations in respect of, Indebtedness relating to construction loans in an aggregate amount for such Guarantees and other obligations not in excess of $200,000,000 at any time, (B) Nonrecourse Indebtedness Guarantees and Guarantees of the type described in clause (b) of the definition of Excluded Subsidiary, (C) obligations in respect of Indebtedness of a Subsidiary in respect of which recourse is limited to pledges of Equity Interests in the Subsidiary that is the primary obligor under such Indebtedness, (D) any Guaranty of Indebtedness of any Subsidiary acquired or assumed in connection with an acquisition of such Subsidiary (so long as such Guaranty was in existence prior to the consummation of such acquisition and not incurred in contemplation thereof) and (E) intercompany Indebtedness of a Subsidiary (1) owing to a Loan Party or (2) owing to another Subsidiary so long as such Indebtedness is subordinated to the Obligations); or (ii) (A) such Subsidiary owns an Eligible Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, incurs or suffers to exist (whether as a borrower, co-borrower, guarantor or otherwise) any Recourse Indebtedness (other than intercompany Indebtedness of a Subsidiary (1) owing to a Loan Party or (2) owing to another Subsidiary so long as such Indebtedness is subordinated to the Obligations). (b) On the date that any Accession Agreement or Guaranty is required to be delivered pursuant to subsection (a) above, the Borrower may shall cause any each Subsidiary that is required to become a Guarantor to deliver, in addition to the Accession Agreement or Guaranty to which it is a party, each of its Subsidiaries the following in form and substance reasonably satisfactory to guarantee the Obligations Administrative Agent: (i) if requested by the Administrative Agent, an opinion of Borrower hereunder by delivering counsel to such Subsidiary, addressed to the Administrative Agent an Assumption Agreement and the Lenders; (ii) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each such Subsidiary certified as of a recent date by the Secretary of State of the state of formation of such Subsidiary; (iii) a certificate of good standing (or certificate of similar meaning) with respect to each such Subsidiary issued as of a recent date by the Secretary of State of the state of formation of each such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Subsidiary is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (iv) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary with respect to each of the officers of such Subsidiary authorized to execute and deliver the Loan Documents to which such Subsidiary is a party; (v) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary of (A) the by-laws of such Subsidiary, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Subsidiary to authorize the execution, delivery and performance of the Loan Documents to which it is a party; and (vi) such other documents, agreements and instruments as the Administrative Agent or any Lender through the Administrative Agent, may reasonably request. Until a Subsidiary that is required to become a Guarantor under clause (ii) of the immediately preceding subsection (a) becomes a Guarantor, and delivers to the Guarantee AgreementAdministrative Agent the items required to be delivered pursuant to this subsection (b), in form set forth on Annex 1 to the Guarantee Agreement and executed (i) no Eligible Property owned or leased by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released included in calculations of Unencumbered Pool Value and (ii) no income attributable to any Eligible Property owned or leased by such Guarantor Subsidiary shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice included in writing to Administrative Agent to cause such Guarantor to be released from its guarantee calculations of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Unencumbered NOI.

Guarantors. Any (a) The Borrower shall (within the time after period specified in the Effective Datefollowing subsection (b), Borrower may if applicable) cause any of its Subsidiaries to guarantee Spirit REIT and each Material Subsidiary (other than an Excluded Subsidiary) that meets the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases conditions to be a Restricted party to the Guaranty: (i) such Material Subsidiary becomes obligated in respect of any Indebtedness for borrowed money or Capitalized Lease Obligations of Spirit REIT or the Borrower or (including ii) (A) such Material Subsidiary owns an Unencumbered Pool Asset and (B) such Material Subsidiary, or any Subsidiary that directly or indirectly owns any Equity Interest in such Material Subsidiary, has incurred, acquired or suffered to exist any Indebtedness for borrowed money or Capitalized Lease Obligations other than - 66 - Nonrecourse Indebtedness; provided that one or more Subsidiaries that have, or have a parent company that has, Indebtedness described above in this clause (B) shall not be required to be a party to the Guaranty so long as the aggregate amount of all such Indebtedness of all such Subsidiaries does not exceed $25,000,000. (b) Within five (5) Business Days after any Person becomes a Subsidiary that is required to be a party to the Guaranty pursuant to the foregoing subsection (a) (whether as a result of the acquisition or creation thereof, such Person ceasing to be an Excluded Subsidiary, the addition of a redesignation Property or Hybrid Asset to the Unencumbered Pool that is owned by such Person or otherwise), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Restricted Person and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xvii) of Section 6.1(a) and under Section 6.1(e) if such Person had been a Material Subsidiary as an Unrestricted Subsidiaryon the Agreement Date. (c) or If any Person that is a party to the Guaranty (other than Spirit REIT) ceases to be required to be a SubsidiaryGuarantor in accordance with subsection (a) above, in each case as a result of a transaction not otherwise prohibited hereunder, then the Borrower may request that such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to Person be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, Guaranty. Such release shall be granted so long as (i) no Default or Event of Default exists and (ii) all representations and warranties continue to be accurate in all material respects, except to extent such representations and warranties are qualified by materiality, in which case such representations and warranties shall have occurred and continue to be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10accurate in all respects.

Guarantors. Any time after (a) Subject to Section 8.14.(b), if, during any fiscal quarter, (i) any Person becomes a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary), (ii) any Material Subsidiary ceases to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section or (iii) any Person provides a Guaranty of the Senior Notes, then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 9.3. with respect to such fiscal quarter (or if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the date of such fiscal quarter), the Borrower may shall cause any of its Subsidiaries such Material Subsidiary to guarantee deliver to the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (y) an Accession Agreement and executed by such proposed GuarantorSubsidiary and (z) the items that would have been delivered under subsections (iv) through (viii) and (xv) of Section 6.1.(a) and under Section 6.1.(f) if such Subsidiary had been a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) on the Agreement Date. IfAs provided in Section 4.1.(d), at any a Property that is to become an Unencumbered Property and that is owned by a Subsidiary that is not a Guarantor shall not be considered to be an Unencumbered Property until such time following as the Effective DateAdministrative Agent shall have received the items referred to in Section 4.1.(d). ​ (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than the Parent) from the Guaranty so long as: (i) such Guarantor owns no Unencumbered Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10.such request. ​

Guarantors. Any time (a) Within fifteen (15) Business Days after the Effective Datedate of any Person becoming a Required Guarantor, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, in form set forth on Annex 1 a joinder or amendment to the Guarantee Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement and executed by such proposed Required Guarantor. If, at (B) the items that would have been delivered under subsections (vi) through (xiii) of Section 6.1.(a) and under Section 6.1.(f) if such Person had been a Required Guarantor on the Agreement Date and (C) prior to the Collateral Release Date, an executed Pledge Joinder Agreement; provided, however, promptly (and in any time following event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, a Guarantor ceases to be a Restricted as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if The Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies may request in writing that immediately after giving effect to such the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. for the periods for which financial statements have been delivered (or were required to be delivered) (as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Debt. Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); (iii) the Administrative Agent shall execute have received such documents written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iv) at least 75100 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence such request. (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Pledge Agreement so long as: (i) such Subsidiary Guarantor owns no Eligible Property, nor any direct Equity Interest in any Subsidiary that owns an Eligible Property; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Pledge Agreement under the immediately preceding subsection (a), (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (iv) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) on and as of the date of such release contemplated with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by this Section 6.10materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release; and (vi) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. Any time (a) Within twenty (20) Business Days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Agreement Date, the Parent and the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii), at and (xiv) of Section 6.1.(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, however, promptly (and in any time following event within twenty (20) Business Days) upon any Excluded Subsidiary ceasing to be an Excluded Subsidiary, such Subsidiary shall comply with the Effective Dateprovisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not expressly prohibited under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time after (a) If, during any fiscal quarter, (i) any Person becomes a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary), (ii) any Material Subsidiary ceases to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section or (iii) any Person provides a Guaranty of the Senior Notes, then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 9.3. with respect to such fiscal quarter (or if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the date of such fiscal quarter), the Borrower may shall cause any of its Subsidiaries such Material Subsidiary to guarantee deliver to the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (y) an Accession Agreement and executed by such proposed GuarantorSubsidiary and (z) the items that would have been delivered under subsections (iv) through (viii) and (xv) of Section 6.1.(a) and under Section 6.1.(f) if such Subsidiary had been a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) on the Agreement Date. IfAs provided in Section 4.1.(d), at any a Property that is to become an Unencumbered Property and that is owned by a ​ Subsidiary that is not a Guarantor shall not be considered to be an Unencumbered Property until such time following as the Effective DateAdministrative Agent shall have received the items referred to in Section 4.1.(d). ​ (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than the Parent) from the Guaranty so long as: (i) such Guarantor owns no Unencumbered Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10.such request. ​

Guarantors. Any time after (a) Within 10 Business Days following the Effective date on which any of the following conditions first applies to any Subsidiary that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if no Guaranty is then in effect, the Guaranty), and (ii) the items that would have been delivered under subsections (ii) through (vi) of Section 5.1.(a) if such Subsidiary had been a Loan Party on the Closing Date, together with such other documents and instruments relating thereto as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request: (A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower may cause or any other Subsidiary of its the Borrower (other than an Excluded Subsidiary guaranteeing or otherwise becoming obligated in respect of the Indebtedness of another Excluded Subsidiary); or (B) (i) such Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interest in such Subsidiary, has incurred, acquired or suffered to exist any Recourse Indebtedness (other than Recourse Indebtedness which, together with all other such Indebtedness of Subsidiaries to guarantee owning Unencumbered Assets or other assets the Obligations value of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to which is included in the Guarantee Agreementdetermination of Unencumbered Asset Value and that are not Guarantors, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, does not exceed $1,000,000 at any time following outstanding). (b) The Borrower may request in writing that the Effective DateAdministrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor is not required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any (a) The Borrower shall (within the time after period specified in the Effective Datefollowing subsection (b), Borrower may if applicable) cause any of its Subsidiaries to guarantee Spirit REIT and each Material Subsidiary (other than an Excluded Subsidiary) that meets the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases conditions to be a Restricted party to the Guaranty: (i) such Material Subsidiary becomes obligated in respect of any Indebtedness for borrowed money or Capitalized Lease Obligations of Spirit REIT or the Borrower or (including ii) (A) such Material Subsidiary owns an Unencumbered Pool Asset and (B) such Material Subsidiary, or any Subsidiary that directly or indirectly owns any Equity Interest in such Material Subsidiary, has incurred, acquired or suffered to exist any Indebtedness for borrowed money or Capitalized Lease Obligations other than Nonrecourse Indebtedness; provided that one or more Subsidiaries that have, or have a parent company that has, Indebtedness described above in this clause (B) shall not be required to be a party to the Guaranty so long as the aggregate amount of all such Indebtedness of all such Subsidiaries does not exceed $25,000,000. (b) Within five (5) Business Days after any Person becomes a Subsidiary that is required to be a party to the Guaranty pursuant to the foregoing subsection (a) (whether as a result of the acquisition or creation thereof, such Person ceasing to be an Excluded Subsidiary, the addition of a redesignation Property or Hybrid Asset to the Unencumbered Pool that is owned by such Person or otherwise), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Restricted Person and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xvii) of Section 6.1(a) and under Section 6.1(e) if such Person had been a Material Subsidiary as an Unrestricted Subsidiaryon the Agreement Date. (c) or If any Person that is a party to the Guaranty (other than Spirit REIT) ceases to be required to be a SubsidiaryGuarantor in accordance with subsection (a) above, in each case as a result of a transaction not otherwise prohibited hereunder, then the Borrower may request that such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to Person be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, Guaranty. Such release shall be granted so long as (i) no Default or Event of Default exists and (ii) all representations and warranties continue to be accurate in all material respects, except to extent such representations and warranties are qualified by 85 materiality, in which case such representations and warranties shall have occurred and continue to be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10accurate in all respects.

Guarantors. Any time after the Effective Date, It is understood and agreed by Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder that Guarantor is in no way whatsoever released from their Guaranty Agreements by delivering to Administrative Agent an Assumption Agreement to the Guarantee this Agreement, in form set forth on Annex 1 to as Lender has the Guarantee Agreement and executed by such proposed Guarantor. Ifright, but not the obligation, at any time following and from time to time, without prejudice to any claim against Guarantor, and without notice to Guarantor, to enter into this Agreement without waiving any of Lender’s rights against Guarantor, including without limitation, to collect from Guarantor any and all deficiencies on the Indebtedness as determined by Lender in its sole discretion. Borrower also acknowledges and agrees that the Guaranty Agreements signed by the Guarantor contain guaranties of payment, under which Lender at its sole discretion may elect to pursue remedies for collection of debt or deficiencies of any obligations owed by Borrower or Guarantors, jointly or severally at any time upon default, and Lender may make determinations in its sole discretion whether to seek collection of any amount of the Indebtedness from one or all obligors, whether Borrower or Guarantor. EXECUTED as of the Effective Date. By: /s/ Lxxxx X. Xxxxxx Printed Name: Lxxxx X. Xxxxxx Title: Interim Chief Executive Officer By: /s/ Bxxxxxxx De La Gxxxx STATE OF OKLAHOMA § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF OKFUSKEE § This Assignment of Production Payment (the “Assignment”), a Guarantor ceases to be a Restricted Subsidiary dated as of August 1, 2018 the (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary“Effective Date”), is by and among N&B ENERGY, LLC, whose address is [________________] (“Assignor”); and CE Operating, LLC, whose address is 1000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 (“CE Operating”) or ceases to be a SubsidiaryCE Operating’s designee (collectively, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of “Assignee”). Assignor and Assignee are collectively the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10“Parties”.

Guarantors. Any time after the Effective Date, (a) The Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifshall assure that each Person that, at any time after the date hereof, becomes a Material Subsidiary, shall become a Guarantor pursuant to the procedure set forth in Section 8.15(c) hereof. (b) The Borrower shall assure that the Guarantors, collectively, account for (i) at least 85% of the total sales of the Borrower and its Consolidated Subsidiaries on a consolidated basis for each fiscal quarter of the Borrower, (ii) at least 80% of the EBITDA of the Borrower and its Consolidated Subsidiaries on a consolidated basis for each fiscal quarter of the Borrower and (iii) at least 90% of the total assets of the Borrower and its Consolidated Subsidiaries on a consolidated basis as at the last day of each fiscal quarter of the Borrower, all determined in accordance with GAAP; provided, that, if at the end of any fiscal quarter of the Borrower, the Borrower is not in compliance with the requirements of this clause (b), the Borrower shall assure that one or more Subsidiaries acceptable to the Administrative Agent shall become Guarantors pursuant to the procedure set forth in Section 8.15(c) hereof so that had all such Subsidiaries been Guarantors throughout such recently ended fiscal quarter, the Borrower would have been in compliance with the requirements of this clause (b) at the end of such fiscal quarter. (c) The Borrower shall assure that each Person who is required to become a Guarantor pursuant to the immediately preceding clauses (a) and (b) shall, before the end of the fiscal quarter immediately following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee most recently ended fiscal quarter of the Obligations shall be automatically released Borrower, execute and deliver to the Administrative Agent, with one copy for each Bank, an instrument by which such Guarantor shall be automatically released from its obligations under Person accedes to and becomes a party to the Guarantee Agreement. In additionGuaranty Agreement for all purposes hereof and thereof in substantially the form of Exhibit H hereto, if and the Borrower elects by notice in writing to Administrative Agent agrees to cause such Guarantor Person to be released from its guarantee (i) deliver to the Administrative Agent simultaneously with the execution and delivery of each such instrument (a) such evidence as the Administrative Agent may Credit Agreement reasonably require (including without limitation appropriate corporate documentation, resolutions and legal opinions) as to the due organization and authorization of such Person and the legality, validity, binding effect and enforceability of such instrument and of the Obligations, Guaranty Agreement as modified thereby and (b) a Responsible Officer certificate of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee a senior financial officer of the Obligations shall be automatically released Borrower in substantially the form of Exhibit G hereto setting forth the calculations required thereby for such then most recently ended fiscal quarter of the Borrower and such Guarantor shall be automatically released from its obligations under including the Guarantee Agreement. Notwithstanding calculations for all Persons who have become parties to the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Guaranty Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request pursuant to evidence the release contemplated by this Section 6.10during such immediately following fiscal quarter of the Borrower as if such Persons were Guarantors during such then most recently ended fiscal quarter and (ii) aval to each of the Notes.

Guarantors. Any time after (a) If during any fiscal quarter, by way of Division or otherwise, (i) a Subsidiary that should be a Parent Guarantor is organized or acquired, or (ii) subject to clause (y) of the proviso to the definition of “Guarantor”, a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any such Subsidiary or its assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter) (or, in each case, such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and such other documentation as the Administrative Agent may reasonably request. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent release a Guarantor, other than any Parent Guarantor, from the Guaranty so long as: (i) such Guarantor either (1) owns no Eligible Property, nor any direct or indirect equity interest in any Subsidiary that owns an Assumption Agreement to the Guarantee AgreementEligible Property, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases (2) has ceased to be a Restricted Subsidiary of the REIT pursuant to a transaction otherwise not prohibited pursuant to the Loan Documents or has become an Excluded Subsidiary, (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary3) or ceases has ceased to be a Subsidiaryborrower or a guarantor of, or otherwise obligated to make any payment in each case as respect of, any Unsecured Indebtedness or (4) is not required to be a result Guarantor due to clause (y) of a transaction the proviso to the definition of “Guarantor”; (ii) such Guarantor is not otherwise prohibited hereunder, then such Guarantor’s guarantee of required to be a party to the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery in existence or would occur as a result of such notice release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 6.16; (iv) the representations and certification warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such Guarantor’s guarantee written request (which such request shall include a certificate of an Authorized Signatory of the Obligations Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall be automatically released constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Loan Documents.

Guarantors. Any The Borrower will take such action, and will cause each of its wholly-owned Domestic Subsidiaries (other than an Excluded Subsidiary) to take such action, from time after to time as shall be necessary to ensure that such Domestic Subsidiaries of the Effective DateBorrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower may cause or any of its Subsidiaries shall form or acquire any new wholly-owned Domestic Subsidiary (other than an Excluded Subsidiary) or any wholly-owned Restricted Subsidiary that is a Domestic Subsidiary shall cease to guarantee be an Immaterial Subsidiary, the Obligations Borrower and its Restricted Subsidiaries will cause such Domestic Subsidiary to, within the later of Borrower hereunder by delivering (x) the delivery of the next compliance certificate under Section 6.01(c) following such event or (y) 30 days (or such longer period as to which the Administrative Agent an Assumption may agree) after such event: (i) become a “Guarantor” hereunder, and a “Securing Party” under the Security Agreement pursuant to the Guarantee a Subsidiary Joinder Agreement, in form set forth on Annex 1 ; (ii) cause such Domestic Subsidiary to the Guarantee Agreement and executed by take such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary action (including delivering such shares of stock, executing and delivering such UCC financing statements) as a result shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of a redesignation the personal property of such new Restricted Subsidiary as an Unrestricted Subsidiarycollateral security for the obligations of such new Restricted Subsidiary hereunder to the extent required pursuant to the Security Agreement; and (iii) or ceases deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Loan Parties pursuant to be a Subsidiary, in each case Section 5.01 on the Restatement Date as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations Administrative Agent shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreementreasonably request. In addition, if Borrower elects by notice promptly but in writing no event later than the later of (x) the delivery of the next compliance certificate under Section 6.01(c) following such event or (y) 30 days (or such longer period as to which the Administrative Agent may agree) after the formation or acquisition of a Foreign Subsidiary (which period may be extended by the Administrative Agent in its sole discretion), the Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than any Excluded Subsidiary) to take such action, from time to time as shall be necessary to ensure that 65% of the equity interests of each Foreign Subsidiary that is directly owned by the Borrower or any Guarantor (a “First-Tier Foreign Subsidiary”) shall be pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Secured Parties, pursuant to the Security Agreement or such other pledge or similar agreement as the Administrative Agent shall reasonably request (and in that connection Borrower will, and will cause such Guarantor to to, comply with the other requirements of this Section); provided that in no event will any foreign law-governed security or pledge agreements be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10required.

Guarantors. Any time after the Effective Date, The Borrower may shall cause any each of its Subsidiaries (other than the Excluded Subsidiaries, Immaterial Subsidiaries and each member of the Propel Group) to guarantee pursuant to the Obligations Guaranty Agreement or supplement thereto (or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Administrative Agent) the Secured Obligations. In furtherance of the above, after the formation or acquisition of any Subsidiary, the Borrower hereunder by delivering shall promptly (and in any event upon the earlier of (x) such time as such Subsidiary becomes a guarantor, co-borrower or other obligor under the Prudential Financing and (y) within 45 days after such formation or acquisition) (i) provide written notice to the Administrative Agent an Assumption Agreement to and the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at Lenders upon any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be Person becoming a Subsidiary, setting forth information in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee reasonable detail describing all of the Obligations shall be automatically released assets of such Person, (ii) cause such Person (other than any member of the Propel Group and any Immaterial Subsidiary) to execute a supplement to the Guaranty Agreement and such Guarantor shall other Collateral Documents as are necessary for the Borrower and its Subsidiaries to comply with Section 5.11, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be automatically released from its obligations under delivered to the Guarantee Agreement. In additionCollateral Agent (together with undated stock powers signed in blank, if Borrower elects by notice applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in writing substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative Agent and (iv) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to cause the extent requested by the Administrative Agent, favorable opinions of counsel to such Guarantor to be released from its guarantee Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Obligationsdocumentation referred to above), all in form, content and a Responsible Officer of Borrower certifies in writing that immediately after giving effect scope reasonably satisfactory to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee AgreementAgent. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) or such other guaranty agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Borrower and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent relevant Subsidiaries shall execute such documents as Borrower shall reasonably request to evidence provide the release contemplated by pledge agreements required under this Section 6.105.10 or Section 5.11. Notwithstanding the foregoing, the Borrower will be required to comply with this Section (x) with respect to any member of the Propel Group to the extent that the provisions of the Propel Indebtedness no longer prohibits the guaranty of the Obligations or the granting of security in respect thereto and (y) with respect to any Immaterial Subsidiary if it ceases to be an Immaterial Subsidiary under the terms of the definition thereof.

Guarantors. Any time after (a) The Company will cause each Subsidiary that is or becomes a borrower or guarantor under or in respect of any Principal Credit Facility to become a Guarantor, prior to or concurrently with so becoming a borrower or a guarantor as aforesaid, by causing such Person (a “Guarantor”), at the Effective DateCompany’s expense, Borrower may cause any to execute and/or deliver to each holder of its Subsidiaries Notes, to the extent not prohibited by applicable law: (i) (A) a Guaranty Agreement in substantially the form of Exhibit 9.7 hereto (or a Joinder Agreement to such Guaranty Agreement in substantially the form of Exhibit A thereto) pursuant to which such Subsidiary shall agree, inter alia, to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement Obligations, or (B) a guarantee agreement otherwise in form and substance reasonably satisfactory to the Guarantee AgreementRequired Holders; (ii) copies of the Organizational Documents of such Guarantor, resolutions of the board of directors (or other similar governing body) of such Guarantor authorizing its execution and delivery of the Subsidiary Guaranty by such Guarantor and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in form set forth on Annex 1 each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); and (iii) an opinion of counsel to such Guarantor with respect to the Guarantee Agreement and Subsidiary Guaranty executed by such proposed Guarantor. If, at which opinion may be subject to customary qualifications and limitations, to the effect that: (A) the applicable Subsidiary Guaranty has been duly executed and authorized, (B) such Subsidiary Guaranty constitutes a valid, binding and enforceable obligation of such Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity and (C) except as could not reasonably be expected to result in a Material Adverse Effect, the execution, delivery and performance by the Guarantor of the Subsidiary Guaranty will not (1) contravene, result in any time following breach of, or constitute a default under any corporate charter or by-laws or similar organizational documents of such Guarantor, (2) conflict with or result in a breach of the Effective Dateexpress terms or conditions of material Indebtedness of the Company or such Guarantor, or (3) violate any provision of any Federal or state (which may be limited to the state(s) in which such counsel is admitted to practice) statute or other rule or regulation. (b) Upon (i) delivery to the Company of a consent executed by the Required Holders with respect to a Guarantor ceases (but subject to the provisions of Section 17.2(c) hereof), (ii) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guarantor, after which such Guarantor is no longer a Subsidiary or a Permitted Joint Venture, or (iii) the sale or disposition of all the assets of such Guarantor, which sale, exchange, transfer or disposition is made in compliance with the applicable provisions of Section 10.2 (but only if such Guarantor will not be a Restricted Subsidiary (including as a result borrower or guarantor of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations outstanding under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately any Principal Credit Facility after giving effect to such releasetransaction), no Default or Event of Default such Person shall have occurred and automatically be continuing, then immediately upon released as a Guarantor under the delivery Subsidiary Guaranty to which it is a party with effect from the date of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations event under the Guarantee Agreement. Notwithstanding the foregoingclause (i), no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder(ii) or (iii), including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10applicable.

Guarantors. Any time after (a) The Company will cause each Non-Regulated Subsidiary that is or becomes a borrower or guarantor under or in respect of any Principal Credit Facility to become a Guarantor, prior to or concurrently with so becoming a borrower or a guarantor as aforesaid, by causing such Person (a “Guarantor”), at the Effective DateCompany’s expense, Borrower may cause any to execute and/or deliver to each holder of its Subsidiaries Notes, to the extent not prohibited by applicable law: (i) (A) a Guaranty Agreement in substantially the form of Exhibit 9.7 hereto (or a Joinder Agreement to such Guaranty Agreement in substantially the form of Exhibit A thereto) pursuant to which such Subsidiary shall agree, inter alia, to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement Obligations, or (B) a guarantee agreement otherwise in form and substance reasonably satisfactory to the Guarantee AgreementRequired Holders; (ii) copies of the Organizational Documents of such Guarantor, resolutions of the board of directors (or other similar governing body) of such Guarantor authorizing its execution and delivery of the Subsidiary Guaranty by such Guarantor and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in form set forth on Annex 1 each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); and (iii) an opinion of counsel to such Guarantor with respect to the Guarantee Agreement and Subsidiary Guaranty executed by such proposed Guarantor. If, at which opinion may be subject to customary qualifications and limitations, to the effect that: (A) the applicable Subsidiary Guaranty has been duly executed and authorized, (B) such Subsidiary Guaranty constitutes a valid, binding and enforceable obligation of such Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity and (C) except as could not reasonably be expected to result in a Material Adverse Effect, the execution, delivery and performance by the Guarantor of the Subsidiary Guaranty will not (1) contravene, result in any time following breach of, or constitute a default under any corporate charter or by-laws or similar organizational documents of such Guarantor, (2) conflict with or result in a breach of the Effective Dateexpress terms or conditions of material Indebtedness of the Company or such Guarantor, or (3) violate any provision of any Federal or state (which may be limited to the state(s) in which such counsel is admitted to practice) statute or other rule or regulation. (b) Upon (i) delivery to the Company of a consent executed by the Required Holders with respect to a Guarantor ceases (but subject to the provisions of Section 17.2(c) hereof), (ii) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guarantor, after which such Guarantor is no longer a Non-Regulated Subsidiary or a Permitted Joint Venture, or (iii) the sale or disposition of all the assets of such Guarantor, which sale, exchange, transfer or disposition is made in compliance with the applicable provisions of Section 10.2 (but only if such Guarantor will not be a Restricted Subsidiary (including as a result borrower or guarantor of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations outstanding under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately any Principal Credit Facility after giving effect to such releasetransaction), no Default or Event of Default such Person shall have occurred and automatically be continuing, then immediately upon released as a Guarantor under the delivery Subsidiary Guaranty to which it is a party with effect from the date of such notice and certification event under clause (i), (ii) or (iii), as applicable. (c) The Company will not cause or permit any Regulated Subsidiary to Administrative Agent such Guarantor’s guarantee become a borrower or guarantor under or in respect of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Principal Credit Facility.

Guarantors. Any time The Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) created, acquired or existing on or after the Effective DateClosing Date or any other Subsidiary which is otherwise required to become a guarantor under the Subordinated Indenture (as such term is defined in the FIL Credit Agreement), to become a Guarantor immediately and shall cause such Subsidiary to execute and deliver to the Agent for the benefit of the Agent and the Banks (a) a Guarantee and (b) further Security Documents or other instruments and documents as the Agent may reasonably require in order to grant to the Agent a first priority perfected security interest in such Subsidiary's assets, together with legal opinions in form and substance satisfactory to the Agent to be delivered to the Agent and the Banks opining as to the authorization, validity and enforceability of such Guaranty and Security Documents and (as to the applicable Security Documents) the perfection of such security interests; provided, however, to the extent any Subsidiary is not permitted by applicable law or is otherwise impracticable to become a Guarantor hereunder and/or grant to the Agent a security interest in such Subsidiary's assets, such Subsidiary shall not be required to execute and deliver such Guarantee or other Security Documents, as the case may be, and shall be considered an Excluded Subsidiary hereunder; and provided, further, to the extent the Borrower may cause or any of its Subsidiaries to guarantee forms a Subsidiary for the Obligations purpose of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement consummating a Permitted Acquisition (as such term is defined in the FIL Credit Agreement), to the Guarantee Agreement, in form set forth on Annex 1 extent such Subsidiary would otherwise be required to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, become a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee Subsidiary shall not be required to become a Guarantor hereunder or execute and deliver any Security Documents hereunder until the earlier to occur of (a) the consummation of the Obligations Permitted Acquisition or (b) such Subsidiary has assets valued at more than $100,000 in the aggregate, provided until such Subsidiary becomes a Guarantor or a Borrower hereunder, neither the Borrower nor any Subsidiary shall be automatically released and such Guarantor shall be automatically released from its obligations under permitted to make any Investments in excess of $100,000 in the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect aggregate or Distributions to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any time after (a) If, during any fiscal quarter, (i) any Person becomes a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) or (ii) any Material Subsidiary ceases to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 9.3. with respect to such fiscal quarter (or if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the date of such fiscal quarter), the Borrower may shall cause any of its Subsidiaries such Material Subsidiary to guarantee deliver to the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (y) an Accession Agreement and executed by such proposed GuarantorSubsidiary and (z) the items that would have been delivered under subsections (iv) through (viii) and (xv) of Section 6.1.(a) and under Section 6.1.(e) if such Subsidiary had been a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) on the Agreement Date. IfAs provided in Section 4.1.(d), at any a Property that is to become an Unencumbered Property and that is owned by a Subsidiary that is not a Guarantor shall not be considered to be an Unencumbered Property until such time following as the Effective DateAdministrative Agent shall have received the items referred to in Section 4.1.(d). (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than the Parent) from the Guaranty so long as: (i) such Guarantor owns no Unencumbered Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time (a) Within 30 days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary) after the Effective Agreement Date, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii), at (x) and (xiii) of Section 5.1.(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, however, promptly (and in any time following event within 30 days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time (a) Together with each delivery of financial statements required by Section 6.01(a) and 6.01(b), the Borrower shall notify the Agent if any Subsidiary has become a Material Domestic Subsidiary after the Effective Initial Funding Date. Within 30 days after such notification (or such longer period as determined by Agent in its sole discretion), the Borrower may shall cause any of its Subsidiaries such Material Domestic Subsidiary to guarantee the Obligations of Borrower hereunder (i) become a Guarantor by executing and delivering to Administrative the Agent an Assumption Agreement a joinder to the Guarantee Guaranty, and (ii) at the request of the Agent, deliver to the Agent such organization documents, resolutions and favorable opinions of counsel, all in form, content and scope similar to those delivered on the Closing Date or otherwise reasonably satisfactory to the Agent. (b) If a Guarantor is a party to any transaction of merger, consolidation or other combination permitted by Section 7.04(b) or 7.04(c), the continuing or surviving Person of such transaction shall, within 30 days after the consummation of such transaction, (i) become a Guarantor by executing and delivering to the Agent a joinder to the Guaranty and (ii) at the request of the Agent, deliver to the Agent such organization documents, resolutions and favorable opinions of counsel, all in form, content and scope similar to those delivered on the Closing Date or otherwise reasonably satisfactory to the Agent. (c) Notwithstanding the forgoing, concurrently with such time as any Person becomes a guarantor or other obligor under the 2005 Note Purchase Agreement or the 2012 Note Purchase Agreement, in form set forth on Annex 1 the Borrower shall cause such Person to (i) become a Guarantor by executing and delivering to the Guarantee Agreement Agent a joinder to the Guaranty, and executed by (ii) at the request of the Agent, deliver to the Agent such proposed Guarantor. Iforganization documents, at any time following resolutions and favorable opinions of counsel, all in form, content and scope similar to those delivered on the Effective DateClosing Date or otherwise reasonably satisfactory to the Agent. (d) So long as no Default exists, if a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Material Domestic Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee upon the written request of the Obligations Borrower, the Agent shall be automatically released and release such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing Guaranty pursuant to Administrative Section 9.09; provided that the Agent to cause shall not release such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of not at such Material Debt. Administrative time (or concurrently with such release by the Agent shall execute such documents as Borrower shall reasonably request will cease to evidence be) a guarantor or obligor under the release contemplated by this Section 6.102005 Note Purchase Agreement or the 2012 Note Purchase Agreement.

Guarantors. Any time after the Effective Date, Borrower may (a) The Company will cause any each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to guarantee concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Obligations Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of Borrower hereunder (x) the prompt payment in full when due of all amounts payable by delivering the Company pursuant to Administrative Agent an Assumption the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the Guarantee Agreement, in form set forth following to each holder of a Note: (A) an executed counterpart of such Subsidiary Guaranty; (B) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on Annex 1 behalf of such Subsidiary to the Guarantee same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, and 5.7 of this Agreement (but with respect to such Subsidiary and executed such Subsidiary Guaranty rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such proposed Guarantor. If, at any time following Subsidiary of its obligations thereunder; and (D) an opinion of counsel reasonably satisfactory to the Effective Date, a Guarantor ceases Required Holders covering such matters relating to be a Restricted such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee At the election of the Obligations shall Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.8 may be automatically released discharged from all of its obligations and such Guarantor liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations under thereunder without the Guarantee Agreement. In additionneed for the execution or delivery of any other document by the holders, provided that (i) if Borrower elects by notice such Subsidiary Guarantor is a guarantor or is otherwise liable for or in writing to Administrative Agent to cause respect of any Material Credit Facility, then such Subsidiary Guarantor to has been released and discharged (or will be released from and discharged concurrently with the release of such Subsidiary Guarantor under its guarantee of Subsidiary Guaranty) under such Material Credit Facility, (ii) at the Obligationstime of, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith, and (v) each holder shall have occurred and be continuingreceived a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, then immediately upon the delivery for purposes of Section 10.1, all Indebtedness of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations Subsidiary shall be automatically released and deemed to have been incurred concurrently with such Guarantor shall be automatically released from its obligations under the Guarantee release. UNITIL CORPORATION Note Purchase Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any (a) Not later than the applicable Required Joinder Date following the date on which any of the following conditions first applies to any Subsidiary that is not a Guarantor, the Borrower shall cause such Subsidiary to execute and deliver an Accession Agreement (or if at such time a Guaranty is not in effect, a Guaranty substantially in the form of the Exhibit E) and the items specified in subsection (b) below: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower (or, from and after the Effective DateReorganization, the REIT Entity or any Subsidiary of the REIT Entity) (other than (A) Guarantees of, and other obligations in respect of, Indebtedness relating to construction loans in an aggregate amount for such Guarantees and other obligations not in excess of $200,000,000 at any time, (B) Nonrecourse Indebtedness Guarantees and Guarantees of the type described in clause (b) of the definition of Excluded Subsidiary, (C) obligations in respect of Indebtedness of a Subsidiary in respect of which recourse is limited to pledges of Equity Interests in the Subsidiary that is the primary obligor under such Indebtedness, (D) any Guaranty of Indebtedness of any Subsidiary acquired or assumed in connection with an acquisition of such Subsidiary (so long as such Guaranty was in existence prior to the consummation of such acquisition and not incurred in contemplation thereof) and (E) intercompany Indebtedness of a Subsidiary (1) owing to a Loan Party or (2) owing to another Subsidiary so long as such Indebtedness is subordinated to the Obligations); or (ii) (A) such Subsidiary owns an Eligible Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, incurs or suffers to exist (whether as a borrower, co-borrower, guarantor or otherwise) any Recourse Indebtedness (other than intercompany Indebtedness of a Subsidiary (1) owing to a Loan Party or (2) owing to another Subsidiary so long as such Indebtedness is subordinated to the Obligations). (b) On the date that any Accession Agreement or Guaranty is required to be delivered pursuant to subsection (a) above, the Borrower may shall cause any each Subsidiary that is required to become a Guarantor to deliver, in addition to the Accession Agreement or Guaranty to which it is a party, each of its Subsidiaries the following in form and substance reasonably satisfactory to guarantee the Obligations Administrative Agent: (i) if requested by the Administrative Agent, an opinion of Borrower hereunder by delivering counsel to such Xxxxxxxxxx, addressed to the Administrative Agent an Assumption Agreement and the Lenders; (ii) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each such Subsidiary certified as of a recent date by the Secretary of State of the state of formation of such Subsidiary; (iii) a certificate of good standing (or certificate of similar meaning) with respect to each such Subsidiary issued as of a recent date by the Secretary of State of the state of formation of each such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Subsidiary is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (iv) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary with respect to each of the officers of such Subsidiary authorized to execute and deliver the Loan Documents to which such Subsidiary is a party; LEGAL02/40926073v6 (v) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary of (A) the by-laws of such Subsidiary, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Subsidiary to authorize the execution, delivery and performance of the Loan Documents to which it is a party; and (vi) such other documents, agreements and instruments as the Administrative Agent or any Lender through the Administrative Agent, may reasonably request. Until a Subsidiary that is required to become a Guarantor under clause (ii) of the immediately preceding subsection (a) becomes a Guarantor, and delivers to the Guarantee AgreementAdministrative Agent the items required to be delivered pursuant to this subsection (b), in form set forth on Annex 1 to the Guarantee Agreement and executed (i) no Eligible Property owned or leased by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released included in calculations of Unencumbered Pool Value and (ii) no income attributable to any Eligible Property owned or leased by such Guarantor Subsidiary shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice included in writing to Administrative Agent to cause such Guarantor to be released from its guarantee calculations of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Unencumbered NOI.

Guarantors. Any time after (a) The Company will cause each Subsidiary of the Effective DateParent (other than the Operating Partnership) that guarantees or otherwise becomes liable at any time, Borrower whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith deliver the following to each holder of a Note: (i) a Guaranty; (ii) a certificate signed by an authorized responsible officer of such Guarantor containing representations and warranties on behalf of such Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, and 5.7 of this Agreement (with respect to such Guarantor and such Guaranty); (iii) all documents as may cause any be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Guarantor and the due authorization by all requisite action on the part of such Guarantor of the execution and delivery of such Guaranty and the performance by such Guarantor of its Subsidiaries to guarantee the Obligations obligations thereunder; and (iv) an opinion of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement counsel reasonably satisfactory to the Guarantee AgreementRequired Holders covering such matters relating to such Guarantor and such Guaranty as the Required Holders may reasonably request. (b) The Company may request in writing that the holders of the Notes release, in form set forth on Annex 1 to and upon receipt of such request the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Dateholders shall release, a Guarantor ceases from its Guaranty so long as: (i) such Guarantor is not otherwise required to be a Restricted Subsidiary party to such Guaranty under the immediately preceding subsection (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiarya) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, Section 9.8(b); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery in existence or would occur as a result of such notice release; (iii) the representations and certification warranties made or deemed made by the Company and each other Obligor in the Transaction Documents to Administrative Agent such Guarantor’s guarantee which any of them is a party, as applicable, shall be true and correct on and as of the Obligations date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be automatically released have been true and accurate on and as of such Guarantor shall be automatically released from its obligations earlier date) and except for changes in factual circumstances not prohibited under the Guarantee AgreementTransaction Documents; and (iv) each holder of a Note shall have received such written request at least 10 days (or such shorter period as may be acceptable to the Required Holders) prior to the requested date of release. Delivery by the Company to the holders of the Notes of any such request shall constitute a representation by the Company that the matters set forth in the preceding sentence (both as -25- (c) Notwithstanding the foregoing, no if any lender or agent is paid any remuneration as consideration for the release of such Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result borrower, co-borrower or guarantor under a Material Credit Facility, then such remuneration shall be concurrently paid, on the same equivalent terms, ratably to each holder of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Notes then outstanding.

Guarantors. Any time If any Foreign Subsidiary is formed or acquired after the Effective DateClosing Date which directly or indirectly holds any Media Assets or any outstanding shares of Capital Stock of a WFOE which is party to an Internal Control Agreement with respect to such Media Assets, the Borrower may and each of the other Credit Parties will, within three Business Days after such Foreign Subsidiary is formed or acquired, notify the Agent and the Lenders thereof and the Borrower and each of the other Credit Parties shall cause any of its Subsidiaries such Foreign Subsidiary to guarantee the Obligations of Borrower become a Guarantor hereunder by delivering (i) executing a joinder to Administrative Agent an Assumption this Agreement in the form of Exhibit G hereto, (ii) executing a guaranty in the form of Exhibit D hereto, and (iii) executing a joinder to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Guarantor Security Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released Guarantors in the form of Exhibit B thereto. Upon delivery of any such joinders and such guaranty to Agent, notice of which is hereby waived by the parties hereto, each such Guarantor shall be automatically released from its obligations under the Guarantee Agreementas fully a party hereto as if such Guarantor were an original signatory hereof. In addition, if each Credit Party will cause any equity interest in such Foreign Subsidiary and Indebtedness owned by or on behalf of such Foreign Subsidiary to be added to the Collateral. The Borrower elects shall deliver all certificates, documents, instruments and agreements, including all constitutive documents, resolutions, secretary’s certificates, opinions of counsel, and financing statements, and take all such action, reasonably requested by notice the Agent in writing to Administrative furtherance of the foregoing. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, nor by any election of Agent not to cause any such Guarantor to be released from its guarantee Foreign Subsidiary of the Obligations, Borrower and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee each of the Obligations shall be automatically released and such other Credit Parties to become a Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10hereunder.

Guarantors. Any time after (a) Subject to Section 6.10(b), within thirty (30) days (or such longer period as the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent may agree to in its sole discretion) following the end of each fiscal quarter of the Borrower, the Borrower shall cause each non-Credit Party Domestic Subsidiary that is not an Assumption Agreement Immaterial Subsidiary or an Excluded Subsidiary to provide to the Guarantee Administrative Agent, for the benefit of the Lender Group, (i) a joinder supplement to this Agreement substantially in the form of Exhibit I (each, a Table of Contents “Joinder Supplement”), pursuant to which each such Domestic Subsidiary shall agree to join as a Guarantor and as a Credit Party under this Agreement, and (ii) all other documentation, including opinion(s) of counsel as reasonably requested by the Administrative Agent, which in form set forth on Annex 1 its reasonable opinion is appropriate with respect to such Domestic Subsidiary, if applicable, and the Guarantee Agreement execution and delivery of the applicable documentation referred to above, and all documentation requested by the Lenders to comply with their “know your customer” obligations under the Patriot Act or otherwise imposed by OFAC. Any document, agreement or instrument executed by or issued pursuant to this Section 6.10 shall be a “Loan Document” for purposes of this Agreement. (b) Immaterial Subsidiaries shall not be required to become Credit Parties pursuant to Section 6.10(a), provided, that if the assets of all such proposed Guarantor. If, Immaterial Subsidiaries and all Excluded Subsidiaries at any time following of determination exceeds ten percent (10%) of Consolidated Net Tangible Assets, the Effective Date, a Guarantor Borrower shall cause non-Credit Party Immaterial Subsidiaries that are not Excluded Subsidiaries to become Credit Parties in accordance with Section 6.10(a) until either (A) the matter described in the proviso above ceases to be true or (B) all Immaterial Subsidiaries that are not Excluded Subsidiaries are Credit Parties. (c) The Borrower may designate any Immaterial Subsidiary that is not a Restricted Subsidiary (including Credit Party as a result of a redesignation of Credit Party from time to time, so long as such Restricted Immaterial Subsidiary as an Unrestricted Subsidiary) or ceases shall have provided to be a Subsidiarythe Administrative Agent, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee for the benefit of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under Lender Group, the Guarantee Agreement. In addition, if Borrower elects by notice items specified in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.106.10(a).

Guarantors. Any time after (a) Within 10 Business Days following the Effective date on which either of the following conditions first applies to any Subsidiary (other than a Foreign Subsidiary) that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items that would have been delivered under (iii) through (vii), and (xiii) of Section 5.1.(a) and Section 5.1.(b) if such Subsidiary had been a Loan Party on the Agreement Date: (A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent or any other Subsidiary of the Parent (other than an Excluded Subsidiary or a Foreign Subsidiary Guaranteeing or otherwise becoming obligated in respect of the Indebtedness of another Excluded Subsidiary or Foreign Subsidiary, as applicable); or (B) (i) such Subsidiary (other than a Foreign Subsidiary) owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interest in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness that is not Nonrecourse Indebtedness. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to release, and upon receipt of such request the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective DateAdministrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor is not otherwise required (or upon its release will not be required) to be a Restricted Subsidiary party to the Guaranty under the immediately preceding subsection (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiarya) or ceases to be a Subsidiary, Section 7.15. in each the case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, Parent; (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time (a) Within fifteen (15) days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following items, each in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) a Joinder Agreement and executed by such proposed Guarantor. If, at any time following Material Subsidiary and (ii) the items that would have been delivered under Section 5.1(a)(iv) through Section 5.1(a)(viii) if such Material Subsidiary had been one on the Effective Date. Additionally, in the event that any Subsidiary of Borrower or CLP, whether presently existing or hereafter formed or acquired, which is not a Guarantor at such time, shall after the date hereof become a guarantor under any existing or future Unsecured Debt of Borrower or any other Loan Party, then Borrower shall cause such Subsidiary to execute and deliver the items described in this Section 7.12(a). (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than CLP) from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a Restricted Subsidiary party to the Guaranty under this Section 7.12; (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryii) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery in existence or would occur as a result of such notice release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in this Section 7.12; (iii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release and certification (iv) Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to Administrative Agent either that (A) if the Guarantor is a Material Subsidiary, the Borrower has disposed of or simultaneously with such Guarantor’s guarantee release will dispose of its entire interest in such Guarantor or (B) if Guarantor is the owner of an Unencumbered Asset, but not a Material Subsidiary, that all assets owned by such Guarantor have been removed from the calculation of Unencumbered Asset Value. Delivery by the Borrower to the Administrative Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the Obligations shall be automatically released date of the giving of such request and as of the date of the effectiveness of such Guarantor shall be automatically released from its obligations under the Guarantee Agreementrequest) are true and correct with respect to such request. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt the foregoing provisions shall not apply to CLP, which may only be released from upon the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result written approval of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence and all of the release contemplated by this Section 6.10Lenders.

Guarantors. Any time after (a) The Company shall ensure that at all times: (i) all Material Companies which are members of the Effective DateRestricted Group (other than an Excluded Subsidiary), Borrower may cause Holding Companies of Material Companies (other than the Holding Company of the Company) and any member of its Subsidiaries the Restricted Group that is or becomes a guarantor in respect of the Notes, are Guarantors (in the case of any member of the Restricted Group that is or becomes a guarantor in respect of the Notes, simultaneously to guarantee becoming guarantors in respect of the Obligations Notes); and (ii) subject to paragraph (d) below, the aggregate of Borrower hereunder by delivering to Administrative Agent the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors, the aggregate gross assets and the aggregate turnover of the Guarantors (in each case calculated on an Assumption Agreement to unconsolidated basis and excluding all intra-Restricted Group items) represents not less than 90 per cent. of Consolidated EBITDA, consolidated gross assets and consolidated turnover of all members of the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a SubsidiaryGroup, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee calculated by reference to the Original Financial Statements of the Obligations Company prior to the Closing Date; and (ii) thereafter, with each set of audited annual financial statements delivered under Clause 27.1 (Financial Statements). (b) The Company shall not have any obligation to procure that any member of the Restricted Group becomes an Additional Guarantor unless the Annual Financial Statements demonstrate that the same would be automatically released necessary in order to comply with the requirements of this Clause 29.14. (c) The Company shall not be in breach of sub-paragraph (a)(ii) of this Clause 29.14 if the only reason the 90 per cent. threshold set out therein is not met is that the Excluded Subsidiaries (taken together) have earnings before interest, tax, depreciation and such Guarantor shall be automatically released from amortisation (calculated on the same basis as Consolidated EBITDA), gross assets and turnover representing more than 10 per cent of Consolidated EBITDA or gross assets or turnover (excluding intra-Restricted Group items) representing more than 10 per cent. of the gross assets or turnover of the Restricted Group, in each case calculated on a consolidated basis. (d) The Company need only perform its obligations under paragraph (a) above, to the Guarantee Agreementextent it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. In additionEach Obligor must use, if Borrower elects by notice and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in writing its opinion, to Administrative Agent to cause such Guarantor to be released from its guarantee do so would avoid the relevant unlawfulness or personal liability. (e) Any member of the Obligations, Restricted Group (other than an Excluded Subsidiary) that becomes a Material Company and any Material Company (other than an Excluded Subsidiary) acquired in accordance with this Agreement after the Closing Date shall become a Responsible Officer Guarantor and grant Security as the Agent may require and shall accede to the Intercreditor Agreement within 20 Business Days of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification any Compliance Certificate accompanying the audited annual financial statements delivered under Clause 27.1 (Financial Statements) or within 20 Business Days of its acquisition, as the case may be. (f) Nothing in this Agreement shall require any Excluded Subsidiary to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including accede as a result of being designated Guarantor for so long as it is an Unrestricted Excluded Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any time The Borrowers will, and will cause each Subsidiary (other than an Excluded Subsidiary) created, acquired or existing on or after the Effective DateClosing Date or any other Subsidiary which is otherwise required to become a guarantor under the Subordinated Indenture, Borrower to become a Guarantor immediately and shall cause such Subsidiary to execute and deliver to the Agent for the benefit of the Agent and the Banks (a) a Guarantee and (b) further Security Documents or other instruments and documents as the Agent may cause reasonably require in order to grant to the Agent a first priority perfected security interest in such Subsidiary's assets, together with legal opinions in form and substance satisfactory to the Agent to be delivered to the Agent and the Banks opining as to the authorization, validity and enforceability of such Guaranty and Security Documents and (as to the applicable Security Documents) the perfection of such security interests; provided, however, to the extent any Subsidiary is not permitted by applicable law to become a Guarantor hereunder and/or grant to the Agent a security interest in such Subsidiary's assets or if it is otherwise impracticable for it to do so, such Subsidiary shall not be required to execute and deliver such Guarantee or other Security Documents, as the case may be, and shall be considered an Excluded Subsidiary hereunder; and provided, further, to the extent the Company or any of its Subsidiaries to guarantee forms a Subsidiary for the Obligations purpose of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement consummating a Permitted Acquisition, to the Guarantee Agreement, in form set forth on Annex 1 extent such Subsidiary would otherwise be required to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, become a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee Subsidiary shall not be required to become a Guarantor hereunder or execute and deliver any Security Documents hereunder until the earlier to occur of (a) the consummation of the Obligations Permitted Acquisition or (b) such Subsidiary has assets valued at more than $100,000 in the aggregate, provided until such Subsidiary becomes a Guarantor or a Borrower hereunder, neither the Company nor any Subsidiary shall be automatically released and such Guarantor shall be automatically released from its obligations under permitted to make any Investments in excess of $100,000 in the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect aggregate or Distributions to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. Any time after (a) Within ten (10) Business Days following the Effective Date, Borrower may cause date on which any of its Subsidiaries the following conditions first applies to guarantee any Subsidiary of a Borrower (other than another Borrower) that is not already a Guarantor, the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement Representative shall deliver to the Guarantee Agreement, Agent each of the following in form set forth on Annex 1 and substance reasonably satisfactory to the Guarantee Agent: (i) a Guaranty, substantially in the form of Exhibit H, or, if such Guaranty has been previously executed, an Accession Agreement and executed by such proposed Guarantor. If, (or if at any such time following all Guarantors have been released from the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including Guaranty and as a result of such releases the Guaranty has terminated, a redesignation Guaranty substantially in the form of the Exhibit H) executed by such Restricted Subsidiary, and (ii) the items that would have been delivered under Section 5.1.(a)(iv) through (a)(viii) and Section 5.1.(a)(xii) had any such Subsidiary as an Unrestricted Subsidiary) or ceases been a Guarantor on the Agreement Date, with each reference to “Agreement Date” in such subsections deemed to be a Subsidiaryreference to the date the Accession Agreement referenced in the immediately preceding clause (i) is delivered to the Agent: (A) such Subsidiary Guarantees, or otherwise becomes obligated in each case as a result of a transaction not otherwise prohibited hereunderrespect of, then such Guarantor’s guarantee any Indebtedness of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In additionTrust, if a Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee or any Subsidiary of the ObligationsTrust or a Borrower; or (B) (i) such Subsidiary owns an Eligible Unencumbered Property and (ii) such Subsidiary (or any other Subsidiary that directly or indirectly owns an Equity Interest in such Subsidiary) has incurred, and a Responsible Officer of acquired or suffered to exist any Recourse Indebtedness. (b) The Borrower certifies Representative may request in writing that immediately after giving effect to such the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a) (including by reason of a transfer of all of the Equity Interests of a Guarantor permitted by Section 9.7. that results in such Guarantor no longer being a Subsidiary); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. Administrative release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (iv) the Agent shall execute have received such documents written request at least 5 Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower Representative to the Agent of any such request shall reasonably constitute a representation by each Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time (a) Within 7 Business Days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Agreement Date, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xii) of Section 5.1.(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, at however, promptly (and in any time following event within 7 Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective DateDate or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance reasonably satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (A) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (B) the items that would have been delivered under subsections (iv)(A), at any time following (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary party to the Guaranty under the immediately preceding subsection (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiarya) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee the last two sentences of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have occurred been true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be continuing, then immediately upon the delivery true and correct in all respects) on and as of such notice earlier date) and certification except for changes in factual circumstances expressly permitted under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.7; and (v) the Administrative Agent shall have received such Guarantor’s guarantee written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the Obligations date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, for so long as Xxxxxx REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be automatically released required to become a Guarantor and such Guarantor shall any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be automatically released from its obligations under such Guaranty pursuant to clauses (iii), (iv) and (v) of the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt preceding subsection (b) may be released from the Guarantee Agreement and its Guarantee Obligation thereunderGuaranty (which, including as a result for avoidance of being designated as an Unrestricted Subsidiarydoubt, shall in no event include Xxxxxx REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is simultaneously released from its guarantee a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such Material Debt. failure, unless extended by Administrative Agent in its sole discretion. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall execute comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such documents as Borrower shall reasonably request to evidence the release contemplated third party Guaranty, unless extended by this Section 6.10Administrative Agent in its sole discretion.

Guarantors. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement (a) Prior to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at Investment Grade Rating Date (or during any time period following the Effective DateInvestment Grade Rating Date that the Borrower ceases to have an Investment Grade Rating), if, during any fiscal quarter, any Person is or becomes a Guarantor Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) or any Excluded Subsidiary or Immaterial Subsidiary ceases to be subject to the restriction which prevented it from becoming a Restricted Subsidiary Guarantor as otherwise required under this Agreement (including as a result in the case of a redesignation of such Restricted Subsidiary as an Unrestricted Excluded Subsidiary) or ceases to be an Immaterial Subsidiary (in the case of an Immaterial Subsidiary), then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.1(c) with respect to such fiscal quarter or, if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the last day of such fiscal quarter, or such longer period as the Administrative Agent may agree in its sole discretion, the Borrower shall (i) cause such Subsidiary to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. (b) On and at all times after the Investment Grade Rating Date that the Borrower maintains an Investment Grade Rating from either Rating Agency, no Subsidiary of the Borrower shall be required to become a Guarantor (and the Administrative Agent shall promptly release any Subsidiary of the Borrower from its obligations as a Guarantor hereunder and under the other Loan Documents in accordance with Section 5.11(e) below) unless any of the following conditions applies to such Subsidiary: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower; or (ii) (A) such Subsidiary owns an Eligible Property the value of which is included in the determination of Unencumbered Pool Value or the calculation of the financial covenant in Section 6.8 hereof and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness other than Nonrecourse Indebtedness. The Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the foregoing conditions applies to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. Delivery of the foregoing items shall be made by the Borrower within 10 days of the applicable Subsidiary becoming subject to the condition requiring it to provide a Joinder Agreement (or Guaranty, as applicable) under this subsection (b). (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and the other items required to be delivered under the immediately preceding clauses (a) and (b), as applicable. (d) Notwithstanding anything to the contrary contained herein, if the Administrative Agent notifies the Borrower (or any Lender notifies the Administrative Agent) that a Person to be made a Guarantor does not satisfy the “know your customer” or other similar requirements of the Administrative Agent or such Lender, as the case may be, then such Person shall not become a Guarantor. (e) The Borrower may at any time request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall (without the consent of any other Lenders) release, a Guarantor from the Guaranty Agreement so long as (i) prior to the Investment Grade Rating Date, such Guarantor is not the OP Guarantor, (ii) such Guarantor is not required to be a party to the Guaranty Agreement under either of the immediately preceding subsections (a) or (b), in each case as a result case, because of a transaction events or transactions not otherwise prohibited hereunder, then such Guarantor’s guarantee under any of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In additionLoan Documents, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Article VI, (vi) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release and with the same force and effect as if made on and as of such date (except to the extent such representations and warranties were made as of an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date), and (v) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Borrower, upon Bxxxxxxx’s written request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably request to evidence requested by the release contemplated by this Section 6.10Borrower.

Guarantors. Any time after The obligations of (a) the Effective DateBorrower under the Facilities, Borrower may cause (b) any of its Subsidiaries to guarantee Loan Party under any hedging agreements entered into between such Loan Party and any counterparty that is a Lender (as defined below) (or any affiliate thereof), and (c) any Loan Party under any treasury management arrangements between such Loan Party and a Lender (or any affiliate thereof) (such obligations, collectively, the Obligations of Borrower hereunder “Obligations”) will be unconditionally guaranteed, on a joint and several basis, by delivering to Administrative Agent an Assumption Agreement the Parent (as reorganized through the Plan and Confirmation Order), each other entity formed or otherwise continuing through the Plan as a successor to the Guarantee AgreementDebtors (other than, in form set forth on Annex 1 with respect to obligations under clause (a), the Guarantee Agreement Borrower) and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) each other wholly-owned direct or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee indirect subsidiary of the Obligations Borrower (as reorganized through the Plan and Confirmation Order) (collectively with the Parent, the “Guarantors” and, collectively with the Borrower, the “Loan Parties”; and such guarantee being referred to as the “Guarantee”). All Guarantees shall be automatically released guarantees of payment and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee not of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreementcollection. Notwithstanding the foregoing, Guarantors shall not include, except in the Borrower’s sole discretion, (a) any non-U.S. subsidiary, (b) any direct or indirect subsidiary of (I) a non-U.S. subsidiary or (II) a CFC Holding Company (as defined below), (c) any direct or indirect U.S. organized subsidiary of the Parent that owns no Guarantor that material assets other than (x) equity interests (including, for this purpose, any debt or other instrument treated as equity for U.S. federal income tax purposes) in, or debt issued by, one or more (A) non-U.S. subsidiaries, each of which is a Significant Subsidiary “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code (a “CFC”) and/or (B) other CFC Holding Companies and that guarantees (y) cash, cash equivalents and incidental assets related thereto held on a temporary basis (a “CFC Holding Company”) and (d) any Material Debt may be released from other U.S. subsidiary of the Guarantee Agreement Parent with respect to which a guarantee could result in an adverse tax or regulatory consequence to the Parent or any of its subsidiaries as determined in good faith by the Borrower. The Plan Support Agreement: The Debtors, the Consenting Lenders and its Guarantee Obligation thereunder, including the Consenting Senior Noteholders (each as defined therein) shall enter into a result of being designated plan support agreement to which this term sheet is attached as an Unrestricted Subsidiaryexhibit (including all exhibits thereto, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent the “Agreement”), which agreement shall execute such documents be in form and substance reasonably satisfactory to the Required Consenting Stakeholders (as Borrower shall reasonably request to evidence defined below) and consistent in all respects with the release contemplated by this Section 6.10terms provided for herein.

Guarantors. Any time after (a) Within 5 Business days following the Effective date on which any of the following conditions applies to any Subsidiary or Unconsolidated Affiliate that is not already a Guarantor, the Parent and the Borrower shall cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement and the items that would have been delivered under subsections (iii) through (vii) of Section 5.1.(a) and such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request if such Subsidiary or Unconsolidated Affiliate had been a Guarantor on the Agreement Date: (i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; (2) the Borrower; (3) any other Subsidiary of the Parent, the Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (y) in the case of an Excluded Subsidiary Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or (ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the Unencumbered Asset Value. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, release a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation from the Guaranty, and upon receipt of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiarywritten request by the Administrative Agent, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations the Guaranty without the need for the execution or delivery of any other document by any other Person so long as the Borrower provides a written certificate together with such written notice certifying that: (i) such Guarantor is not the Parent; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice immediately preceding subsection (a) (other than a Guarantor in writing to Administrative Agent to cause respect of the Existing Credit Agreement or Existing Term Loan Agreement that will be released and discharged thereunder substantially simultaneously with the release of such Guarantor to be released from its guarantee in respect of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, this Agreement); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; and (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. Administrative Agent release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall execute have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such documents representation or warranty shall have been true and correct in all respects) on and as Borrower shall reasonably request to evidence of such earlier date) and except for changes in factual circumstances expressly permitted under the release contemplated by this Section 6.10Loan Documents.

Guarantors. Any time after the Effective Date, Borrower may (a) The Company will cause any Subsidiary that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of its Subsidiaries any Indebtedness under any Material Credit Facility, to guarantee deliver to each of the Obligations holders of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement the Notes (concurrently with the incurrence of any such obligation) the following items: (i) a duly executed Joinder to the Guarantee Agreement, Subsidiary Guaranty in the form set forth on Annex 1 attached as Exhibit 9.9; (ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to the Guarantee Agreement effect of those contained in Section 5 which the Guarantors provided at each Closing with respect to such Subsidiary and executed the Subsidiary Guaranty, as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such proposed Guarantor. IfPerson has been duly authorized, at executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The holders of the Notes agree to discharge and release any time following Guarantor from the Effective DateSubsidiary Guaranty upon the written request of the Company, a provided that (i) such Guarantor ceases to has been released and discharged (or will be a Restricted released and discharged concurrently with the release of such Guarantor under the Subsidiary (including Guaranty) as a result borrower, co‑borrower and guarantor under and in respect of all Material Credit Facilities and the Company so certifies to the holders of the Notes in a certificate of a redesignation Responsible Officer, (ii) at the time of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be release and discharge, the Company shall deliver a Subsidiary, in each case as a result certificate of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer to the holders of Borrower certifies in writing the Notes stating that immediately after giving effect to such release, no Default or Event of Default shall have occurred exists, and be continuing, then immediately upon (iii) if any fee or other form of consideration (including but not limited to the delivery granting of a security interest in collateral) is given to any holder of Indebtedness of the Company for the purpose of such notice and certification to Administrative Agent such Guarantor’s guarantee release, holders of the Obligations Notes shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10receive equivalent consideration.

Guarantors. Any time after (a) Within 10 Business Days following the Effective date on which either of the following conditions first applies to any Subsidiary (other than a Foreign Subsidiary) that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items that would have been delivered under (iii) through (vii), and (xii) of Section 5.1.(a) and Section 5.1.(b) if such Subsidiary had been a Loan Party on the Agreement Date: (A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower (other than an Excluded Subsidiary or a Foreign Subsidiary Guaranteeing or otherwise becoming obligated in respect of the Indebtedness of another Excluded Subsidiary or Foreign Subsidiary, as applicable); or (B) (i) such Subsidiary (other than a Foreign Subsidiary) owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interest in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness that is not Nonrecourse Indebtedness. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to release, and upon receipt of such request the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective DateAdministrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor is not otherwise required (or upon its release will not be required) to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time after (a) Within ten (10) Business Days following the Effective Date, Borrower may cause date on which any of its Subsidiaries the following conditions first applies to guarantee any Subsidiary of a Borrower (other than another Borrower) that is not already a Guarantor, the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement Representative shall deliver to the Guarantee Agreement, Agent each of the following in form set forth on Annex 1 and substance reasonably satisfactory to the Guarantee Agent: (i) an Accession Agreement and executed by such proposed Guarantor. If, (or if at any time following all Guarantors have been released from the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including Guaranty and as a result of such releases the Guaranty has terminated, a redesignation Guaranty substantially in the form of the Exhibit H) executed by such Restricted Subsidiary, and (ii) the items that would have been delivered under Section 5.1(a)(iii) through (a)(vii) and Section 5.1(a)(xiv) had any such Subsidiary as an Unrestricted Subsidiary) or ceases been a Guarantor on the Agreement Date, with each reference to “Agreement Date” in such subsections deemed to be a Subsidiaryreference to the date the Accession Agreement referenced in the immediately preceding clause (i) is delivered to the Agent: (A) such Subsidiary Guarantees, or otherwise becomes obligated in each case as a result of a transaction not otherwise prohibited hereunderrespect of, then such Guarantor’s guarantee any Indebtedness of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In additionTrust, if a Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee or any Subsidiary of the ObligationsTrust or a Borrower; or (B) (i) such Subsidiary owns any asset the value of which is included in Borrowing Base Assets Pool and (ii) such Subsidiary (or any other Subsidiary that directly or indirectly owns an Equity Interest in such Subsidiary) has incurred, and a Responsible Officer of acquired or suffered to exist any Recourse Indebtedness. (b) The Borrower certifies Representative may request in writing that immediately after giving effect to such the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; (iii) the representations and warranties made or deemed made by each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. Administrative release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (iv) the Agent shall execute have received such documents written request at least 5 Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower Representative to the Agent of any such request shall reasonably constitute a representation by each Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence such request. (i) Sections 7.15 and Section 7.16 of the release contemplated Term Loan Agreement are hereby deleted in their entirety and shall be replaced by this Section 6.10.the following:

Guarantors. Any time If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) execute (or cause the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance satisfactory to the Administrative Agent, together with such supporting documentation (including authorizing resolutions and opinions of counsel) as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary allowed without causing a Deemed Dividend Problem, and (b) to the extent deemed necessary by the Required Lenders, enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee Guarantor that does not pass the Obligations of Borrower hereunder by delivering to Administrative Agent Material Subsidiary Test and is not an Assumption Agreement to the Guarantee Agreement, obligor in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee respect of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt Senior Notes may be released from the Guarantee Agreement Guaranty by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the Material Subsidiary Test and its Guarantee Obligation thereunderis not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, including as a result in the Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of being designated as an Unrestricted the Senior Notes. The Guarantor subject of such notice shall automatically be deemed removed from the Guaranty thirty (30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Similarly, in the event that any Foreign Subsidiary, unless the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary Test and is not an obligor in respect of the Senior Notes, such Guarantor is simultaneously Foreign Subsidiary may be released from its guarantee the applicable pledge agreement by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Foreign Subsidiary’s release, certify that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Foreign Subsidiary subject of such Material Debtnotice shall automatically be deemed released from the pledge agreement thirty (30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Upon any release of a Foreign Subsidiary from a pledge agreement, the Administrative Agent shall execute return any pledged equity interests to the Borrower (or the Subsidiary that is the holder of the equity interests in such documents as Borrower shall reasonably request Foreign Subsidiary) to evidence the extent such equity interests were held by the Administrative Agent and also release contemplated by this Section 6.10any liens filed against such equity interests.

Guarantors. Any time (a) Within ten (10) Business Days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective DateAgreement Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement (i) either satisfactory evidence that such Material Subsidiary is not required to execute a Guaranty in order for Borrower to comply with Section 10.1(h) or (ii) each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (A) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (B) the items that would have been delivered under subsections (iv) through (viii), at and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, however, promptly (and in any time following event within ten (10) Business Days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall execute have received such documents written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time after The Yucaipa Guarantors and the Effective DateFortress Guarantors, Borrower may cause any including their successors and assigns, jointly and severally, absolutely, irrevocably and unconditionally guarantee, as primary obligors and not merely as sureties, Purchaser’s performance of its Subsidiaries obligation to guarantee consummate the Obligations Closing on the Closing Date and the due and punctual payment of Borrower hereunder the Cash Purchase Price (the “Guaranteed Obligation”). In no event shall the Guarantors be obligated to make payments under this Section 8.13 in an aggregate amount in excess of the Cash Purchase Price. The Guarantors further agree that their obligations under this Section 8.13 are not conditioned or contingent upon the pursuit of any remedies against Purchaser, and such obligations are not limited or affected by delivering to Administrative Agent an Assumption Agreement any circumstance that might otherwise limit or affect the obligations of a surety or guarantor, all of which are hereby waived by the Guarantors to the Guarantee fullest extent permitted by Law. Each Guarantor further agrees that the Guaranteed Obligation may be amended, modified or renewed by Purchaser, in whole or in part, without notice to or further assent from such Guarantor, and that such Guarantor will remain bound by its obligations under this Section 8.13 notwithstanding any amendment, modification or renewal of any Guaranteed Obligation by Purchaser. Each Guarantor acknowledges that (i) Yucaipa Guarantor is an Affiliate of Purchaser and Fortress Guarantor owns warrants to acquire an equity interest in Purchaser, (ii) such Guarantor is benefiting from the transactions contemplated by this Agreement, in form set forth (iii) the Sellers are relying on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee obligations under this Section 8.13 in connection with entering into this Agreement, (iv) a sale or transfer of the Obligations shall be automatically released and any membership interest in Purchaser by such Guarantor shall be automatically released from not relieve such Guarantor of its obligations under the Guarantee Agreement. In additionthis Section 8.13, if Borrower elects by notice in writing to Administrative Agent to cause (v) such Guarantor has all requisite power and authority to be released from enter into this Agreement (solely with respect to this Section 8.13) and to carry out its guarantee of the Obligationsobligations under this Section 8.13, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent (vi) such Guarantor’s guarantee obligations under this Section 8.13 constitute the legal, valid, and binding obligations of the Obligations shall be automatically released and such Guarantor, enforceable against such Guarantor shall in accordance with their terms, except as enforceability may be automatically released limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws in effect from time to time affecting the enforcement of creditors’ rights generally, (vii) the execution and delivery by such Guarantor of this Agreement (solely with respect to this Section 8.13) and the performance by such Guarantor of its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary this Section 8.13 have been duly authorized and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunderapproved by all necessary action of each Guarantor, including as any required proceedings of its shareholders, members, managers, partners, officers and directors, and does not require any further authorization or consent of such Guarantor and (viii) the execution and delivery by such Guarantor of this Agreement (solely with respect to this Section 8.13), and the performance by such Guarantor of its obligations under this Section 8.13 do not (A) conflict with or violate any provision of the organizational documents of such Guarantor, (B) with or without the giving of notice or the passage of time, or both, result in a result of being designated as an Unrestricted Subsidiarybreach of, unless or violate, or conflict with, or constitute a default under, or permit the termination of, or cause or permit acceleration under, any material Contract to which such Guarantor is simultaneously released from its guarantee a party or subject or (C) violate any Law or any order, judgment, decree or award of any Governmental Body to or by which such Material DebtGuarantors is subject or bound. Administrative Agent shall execute such documents as Borrower shall reasonably request Each Guarantor waives all notices with respect to evidence the release contemplated by this Section 6.10Guaranteed Obligation, including presentment to Purchaser with respect to the Guaranteed Obligation.

Guarantors. Any time after (a) To the Effective Dateextent any Subsidiary executes and delivers a Guaranty of, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower may cause or any Subsidiary of its Subsidiaries to guarantee the Obligations Borrower (including, without limitation, either of the Existing Revolving Facilities), the Borrower hereunder by delivering to shall, within five (5) Business Days (or such longer period as the Administrative Agent an Assumption Agreement may reasonably determine) cause such Subsidiary to deliver to the Guarantee Agreement, Administrative Agent each of the following in form set forth on Annex 1 and substance satisfactory to the Guarantee Agreement and Administrative Agent: (a) a Guaranty executed by such proposed Guarantor. IfSubsidiary in the form of Exhibit B attached hereto (or a joinder thereto) and (b) to the extent reasonably requested by the Administrative Agent, at any time following the Effective Date, items that would have been delivered under subsections (iv) through (viii) and (xvi) of Section 6.1.(a) if such Person had been a Guarantor ceases to be a Restricted Subsidiary on the Agreement Date. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if The Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies may request in writing that immediately after giving effect to such the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any Subsidiary from its Guaranty hereunder so long as all guaranties by such Subsidiary of any other Indebtedness have been released and there is no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor in existence or that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including would occur as a result of being designated as an Unrestricted Subsidiarysuch release. (c) Within five (5) Business Days of the Parent executing and delivering a Guaranty of any Indebtedness of the Borrower or any Subsidiary (except for (i) guaranties of customary exceptions for fraud, unless misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability, (ii) the Indebtedness set forth on Schedule 8.14.(c), and (iii) guaranties of tenant improvement allowances with respect to any Property owned by any of its Subsidiaries to the extent such Guarantor is simultaneously released from its guarantee guaranties are entered into in the ordinary course of such Material Debt. Administrative Agent shall execute such documents as the Borrower’s business and consistent with past practice), the Borrower shall reasonably request cause the Parent to evidence amend the release contemplated by this Section 6.10Parent Guaranty to unconditionally guaranty the Obligations hereunder in their entirety.

Guarantors. Any time (a) Within thirty (30) days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary) after the Effective Agreement Date, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii), at and (xiv) of Section 5.1.(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, however, promptly (and in any time following event within 30 days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time after (a) Within 5 Business days following the Effective date on which any of the following conditions applies to any Subsidiary or Unconsolidated Affiliate that is not already a Guarantor, the Parent and the Borrower shall cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement and the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary or Unconsolidated Affiliate had been a Guarantor on the Agreement Date: (i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; (2) the Borrower; (3) any other Subsidiary of the Parent, the Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (y) in the case of an Excluded Subsidiary Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or (ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the Unencumbered Asset Value. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, release a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation from the Guaranty, and upon receipt of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiarywritten request by the Administrative Agent, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations the Guaranty without the need for the execution or delivery of any other document by any other Person so long as the Borrower provides a written certificate together with such written notice certifying that: (i) such Guarantor is not the Parent; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice immediately preceding subsection (a) (other than a Guarantor in writing to Administrative Agent to cause respect of the Existing Credit Agreement or 2017 Term Loan Agreement that will be released and discharged thereunder substantially simultaneously with the release of such Guarantor to be released from its guarantee in respect of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, this Agreement); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; and (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. Administrative Agent release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall execute have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such documents representation or warranty shall have been true and correct in all respects) on and as Borrower shall reasonably request to evidence of such earlier date) and except for changes in factual circumstances expressly permitted under the release contemplated by this Section 6.10Loan Documents.

Guarantors. Any time after (a) Within 10 Business Days following the Effective Date, Borrower may cause date on which any of its Subsidiaries the following conditions first applies to guarantee any Subsidiary that is not already a Guarantor, the Obligations of Borrower hereunder by delivering shall deliver to the Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee AgreementAdministrative Agent: (i) an Accession Agreement (or if no Guaranty is then in effect, the Guaranty), and (ii) the items that would have been delivered under subsections (iii) through (vii), (xii) and (xiii) of Section 5.1.(a) if such Subsidiary had been a Loan Party on the Agreement Date: (A) such Subsidiary Guarantees, or otherwise becomes obligated in form set forth on Annex 1 respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower (other than an Excluded Subsidiary guaranteeing or otherwise becoming obligated in respect of the Indebtedness of another Excluded Subsidiary); or (B) (i) such Subsidiary owns an asset the value of which is included in the determination of Unencumbered Asset Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interest in such Subsidiary, has incurred, acquired or suffered to exist any Recourse Indebtedness (other than Recourse Indebtedness which, together with all other such Indebtedness of Subsidiaries owning Unencumbered Assets or other assets the Guarantee Agreement value of which is included in the determination of Unencumbered Asset Value and executed by such proposed Guarantor. Ifthat are not Guarantors, does not exceed $1,000,000 at any time following outstanding). (b) The Borrower may request in writing that the Effective DateAdministrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases from the Guaranty so long as: (i) such Guarantor is not required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time after to time as shall be necessary to ensure that all Subsidiaries of Holdings that are Material Subsidiaries (in each case, other than Foreign Subsidiaries, CFC Holdcos and Domestic Subsidiaries directly or indirectly wholly-owned by Foreign Subsidiaries) are “Guarantors” hereunder. Without limiting the Effective Dategenerality of the foregoing, Borrower may cause in the event that any Obligor or any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in shall form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at or acquire any time following the Effective Date, new Subsidiary that is a Guarantor ceases to be Material Subsidiary or any Subsidiary shall become a Restricted Material Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a in each case, other than any Foreign Subsidiary, in each case as CFC Holdco or Domestic Subsidiary directly or indirectly wholly-owned by a result of a transaction not otherwise prohibited hereunderForeign Subsidiary), then such Guarantor’s guarantee of the Obligations shall be automatically released Obligor and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to Subsidiaries concurrently will: (1) cause such Guarantor new Subsidiary to be released from its guarantee become a “Guarantor” of the Obligationsthis Note, and a Responsible Officer “Grantor” and a “Guarantor” under the Guaranty and Security Agreement, pursuant to a Joinder under the Guaranty and Security Agreement; (2) take such action or cause such Subsidiary to take such action (including delivering such shares of Borrower certifies stock together with undated transfer powers executed in writing blank) as shall be necessary to create and perfect valid and enforceable second priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder, other than voting Equity Interests in excess of sixty-five percent (65%) of the voting Equity Interests of each Foreign Subsidiary and CFC Holdco; (3) to the extent that immediately after giving effect the parent of such Subsidiary is not a party to the Guaranty and Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Guaranty and Security Agreement and this Note, cause the parent of such releaseSubsidiary to execute and deliver a pledge agreement in favor of Collateral Agent, no Default in respect of all outstanding issued shares of such Subsidiary; and (4) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those previously delivered by each Obligor or Event as Collateral Agent, at the direction of Default the Required Holders, shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10requested.

Guarantors. Any time The Company shall cause each of its Restricted Subsidiaries (other than Immaterial Subsidiaries) to guarantee pursuant to the Multiparty Guaranty or supplement or counterpart thereto (or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Required Holders) the obligations of the Company evidenced by the Notes and under the other Transaction Documents. In furtherance of the above, after the Effective Dateformation or acquisition of any Restricted Subsidiary or the occurrence of a Subsidiary Redesignation, Borrower may the Company shall promptly (and in any event upon the earlier of (x) such time as such Restricted Subsidiary becomes a guarantor, co-borrower or other obligor under the Credit Agreement and (y) within 45 days after such formation or acquisition or such Subsidiary Redesignation): (i) provide written notice to the holders of Notes upon any Person becoming a Subsidiary, setting forth information in reasonable detail describing all of the assets of such Person; (ii) cause such Person (other than any of Immaterial Subsidiary) to execute a supplement or counterpart to the Multiparty Guaranty and such other Collateral Documents as are necessary for the Company and its Subsidiaries to guarantee comply with Section 9.8; (iii) cause the Obligations Applicable Pledge Percentage of Borrower hereunder by delivering the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to Administrative Agent an Assumption Agreement be delivered to the Guarantee AgreementCollateral Agent (together with undated stock powers signed in blank, if applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form set forth on Annex 1 reasonably acceptable to the Guarantee Agreement Required Holders; and executed by (iv) deliver such proposed Guarantor. Ifother documentation as the Required Holders may reasonably request in connection with the foregoing, at any time following the Effective Dateincluding, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation without limitation, certified resolutions and other authority documents of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases Person and, to be a Subsidiarythe extent requested by the Required Holders, in each case as a result favorable opinions of a transaction not otherwise prohibited hereundercounsel to such Person (which shall cover, then such Guarantor’s guarantee among other things, the legality, validity, binding effect and enforceability of the Obligations shall be automatically released documentation referred to above), all in form, content and such Guarantor shall be automatically released from its obligations under scope reasonably satisfactory to the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee AgreementRequired Holders. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Multiparty Guaranty (or supplement thereto) or such other guaranty agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Company and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent relevant Restricted Subsidiaries shall execute such documents as Borrower shall reasonably request to evidence provide the release contemplated by pledge agreements required under this Section 6.109.7 or Section 9.8. Notwithstanding the foregoing, the Company will be required to comply with this Section 9.7 with respect to any Immaterial Subsidiary if it ceases to be an Immaterial Subsidiary under the terms of the definition thereof.

Guarantors. Any time after (a) The Guarantors as of the Effective Datedate hereof are set forth on Schedule 9.14 hereto. (b) Upon any Subsidiary guaranteeing any public debt securities issued or guaranteed by the Borrower or any other Material Indebtedness of the Borrower, within 30 (thirty) days thereafter, the Borrower may shall cause any such Subsidiary to execute the Guarantee Agreement pursuant to an Addendum thereto in the form of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement Annex I to the Guarantee Agreement, and in the case of a Significant Subsidiary, to deliver documentation, to the extent requested by the Administrative Agent, similar to that described in Sections 4.01(c) and (d) relating to the authorization for, execution and delivery of, and validity of such Significant Subsidiary’s obligations as a Guarantor, such documentation to be in form set forth on Annex 1 and substance reasonably satisfactory to the Guarantee Agreement Administrative Agent. (c) The Borrower covenants and executed by such proposed Guarantoragrees with the Lenders that each Specified Guarantor is, and shall remain, an entity organized under the laws of any jurisdiction within the United States. IfFor the avoidance of doubt, at this Section 9.14(c) shall not prohibit any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result merger or consolidation of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a SubsidiarySpecified Guarantor; provided, that, in each case as accordance with the definition of “Specified Guarantor”, any Person into which such Specified Guarantor is merged or consolidated, or to which all or substantially all of its assets are sold, transferred or disposed, shall become a result Specified Guarantor and be subject to the provisions of a transaction not otherwise prohibited hereunderthis Section 9.14(c). (d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, then such upon the release of any Guarantor (other than any Specified Guarantor’s ) from its guarantee of any and all public debt securities issued or guaranteed by the Obligations shall be automatically released and Borrower, such Guarantor shall be deemed to be automatically and unconditionally released and discharged from all its obligations under the Guarantee Agreement without any further action required on the part of the Administrative Agent or any Lender. At the request and sole expense of the Borrower following any such release and discharge, the Administrative Agent shall execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such release and discharge. For the avoidance of doubt, it is agreed and understood that any release of any Specified Guarantor from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations Agreement shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request subject to evidence the release contemplated by this Section 6.109.01.

Guarantors. Any time (a) Subject to the immediately following subsection (c), if a Subsidiary that is not already a Guarantor Guarantees, or otherwise becomes obligated in respect of, any Debt of the Borrower or any other Subsidiary of the Borrower, then as soon as practicable, and in any event within 30 days after such Subsidiary gives such Guarantee or becomes obligated in respect of such Debt, the Effective Date, Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary (or if the Guaranty is not then in effect, at any time following the Effective Guaranty executed by such Subsidiary) and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary had been required to become a Guarantor on the Agreement Date: (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than the Operating Partnership) from the Guaranty so long as: (i) Guarantor is not, or simultaneously with its release from the Guaranty will not be, required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence such request. (c) Notwithstanding the release contemplated by this Section 6.10immediately preceding subsection (a), neither the DownREIT nor any of its Subsidiaries shall be required to become a Guarantor so long as none of the Borrower, any Subsidiary (other than an Excluded Subsidiary, the DownREIT or any Subsidiary of the DownREIT) or any other Loan Party has Guaranteed any of the Debt of the DownREIT or any of its Subsidiaries or has any direct obligation to maintain or preserve any such Person’s financial condition or to cause any such Person to achieve any specified levels of operating results (excluding guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to nonrecourse liability).

Guarantors. Any time after (a) At all times during which neither the Effective DateParent has Investment Grade Ratings nor the Borrower has Investment Grade Ratings, within 10 Business Days of the date a Wholly Owned Subsidiary (other than a Foreign Subsidiary) that is not already a Guarantor first becomes the owner of a Property or any other assets included in the calculation of Unencumbered Asset Value, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (i) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary had been a Guarantor on the Agreement Date. (b) At all times during which either the Parent has an Investment Grade Ratings or the Borrower has Investment Grade Ratings, at any time within 10 Business Days following the Effective date on which any of the following conditions first applies to any Subsidiary that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement, and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary had been a Guarantor on the Agreement Date: (A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower; or (B) such Subsidiary (A) owns any asset the value of which is included in the determination of Unencumbered Asset Value and (B) has incurred, acquired or suffered to exist any Recourse Indebtedness. (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a Restricted Subsidiary party to the Guaranty under the immediately preceding subsections (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiarya) or ceases to be a Subsidiary(b), in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, applicable; (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time after (a) If during any fiscal quarter, by way of Division or otherwise, (i) a Subsidiary that should be a Parent Guarantor is organized or acquired, (ii) a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, or (iii) prior to the Investment Grade Election, a Subsidiary, including any Division Successor, that is not already a Guarantor (A) obtains an ownership interest in any Eligible Property, (B) generates any Unencumbered Management Fee EBITDA, (C) is not an Excluded Subsidiary and becomes a Material Subsidiary, or (D) is not a Parent Guarantor and becomes an owner, directly or indirectly, of any Equity Interests in any Captive Insurance Subsidiary or in any Subsidiary that is a Guarantor or is otherwise described in this clause (iii), then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any such Subsidiary or its assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and such other documentation as the Administrative Agent may reasonably request. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent release a Guarantor, other than any Parent Guarantor, from the Guaranty so long as: (i) such Guarantor either (1) owns no Eligible Property, nor any direct or indirect equity interest in any Subsidiary that owns an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases Eligible Property or (2) has ceased to be a Restricted Subsidiary of the REIT pursuant to a transaction otherwise not prohibited pursuant to the Loan Documents or has become an Excluded Subsidiary; (including as a result of a redesignation of ii) such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases Guarantor is not otherwise required to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of party to the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery in existence or would occur as a result of such notice release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 6.16; (iv) the representations and certification warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such Guarantor’s guarantee written request (which such request shall include a certificate of an Authorized Signatory of the Obligations Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall be automatically released constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) If the Investment Grade Election is made, the Administrative Agent shall promptly release all of the Guarantors described in clauses (d) and (e) of the definition of “Guarantor” from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary to be released and the proposed effective date for the Investment Grade Release; and (ii) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by an Authorized Signatory of the Borrower, certifying that: (A) the Investment Grade Election have been made; (B) no Guarantor to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness; and (C) at the time of the delivery of notice requesting such release, on the proposed effective date of the Investment Grade Release and immediately before and immediately after giving effect to the Investment Grade Release, (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (I) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (II) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (d) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10Loan Documents.

Guarantors. Any time (a) Promptly after any Person (x) is required by Section 6.01(f) to be disclosed as an Eligible Material Subsidiary (and in any event within 30 days thereafter), or (y) becomes a Guarantor (as defined in the Revolving Credit Agreement) or a Borrower (as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement, the Company, in each case, shall cause such Person to (i) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v) and (vi) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this Section 6.11(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (i) Upon and no later than 30 days after the Effective Date, Borrower may cause any of its Subsidiaries delivery to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement of the annual Financial Statements and accompanying Compliance Certificate pursuant to the Guarantee AgreementSection 6.01(b) and (c), in form set forth on Annex 1 relation to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Subsidiary Guarantor ceases that has ceased to be a Restricted Material Subsidiary as of the end of such fiscal year, or (ii) upon and no later than 30 days after the Company receives notice that a Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of the satisfaction of clause (a) or (b) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Foreign Obligor here- under and the Company is unable, with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an Eligible Material Subsidiary (including as in either case, a result “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryclause (a) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations definition of “Ineligible Material Subsidiary,” which the Company is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such proviso shall be automatically released and such Guarantor shall be automatically released from its obligations under not apply), the Guarantee Agreement. In addition, if Borrower elects by notice in writing Company may deliver to the Administrative Agent to cause such Guarantor to be released from its guarantee a duly executed certificate of the Obligations, and a Responsible Officer of Borrower certifies the Company, in writing that immediately after giving effect to such releasethe form of Exhibit J (“Guarantor Release Certificate”) and, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery receipt of such notice and certification certificate by the Administrative Agent, such Releasable Subsidiary shall thereupon cease to Administrative Agent such be a Subsidiary Guarantor’s guarantee , subject to the possible future application of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee AgreementSection 6.11(a). Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. The Administrative Agent shall with reasonable promptness execute and deliver such documents reasonable release documentation (which shall contain appropriate representations and warranties by the Company as Borrower to the circumstances underlying such release transaction, but shall require no representation, warranty or other undertaking on the part of the Administrative Agent) as the Company may reasonably request to evidence the release contemplated by this Section 6.10and termination of the Subsidiary Guaranty as to such Releasable Subsidiary. No release of any Subsidiary Guarantor shall in any way modify, affect or impair the enforceability of the Subsidiary Guaranty in respect of any other Subsidiary Guarantor.

Guarantors. Any In the event that no later than the date that any Compliance Certificate is required to be delivered pursuant to Section 5.2, the Borrower determines that any of its then existing Subsidiaries is a Material Domestic Subsidiary and has not guaranteed the Obligations, the Borrower shall promptly, but in any event within thirty (30) days thereafter, notify the Administrative Agent in writing thereof. The Borrower shall (a) promptly after request by the Administrative Agent (but in any event within thirty (30) days after such request) made from time after to time as to any existing Material Domestic Subsidiary, and (b) in any event within thirty (30) days of creating a new Material Domestic Subsidiary or acquiring a new Material Domestic Subsidiary, deliver to the Administrative Agent each of the following: (a) a joinder and supplement to the Subsidiary Guaranty executed by such Subsidiary; (b) to the extent not already provided to the Administrative Agent, a secretary’s certificate from such Subsidiary certifying as to (i) the incumbency of the officers of such Subsidiary, (ii) authorizing resolutions with respect to the transactions contemplated by the Credit Documents to which such Subsidiary is a party, (iii) the organizational documents of such Subsidiary, (iv) governmental approvals, if any, required to be obtained by such Subsidiary with respect to the Credit Documents to which such Subsidiary is a party and (v) a certificate of good standing in such Subsidiary’s state of organization dated as of a recent date; (c) to the extent not already provided to the Administrative Agent, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act; and (d) to the extent not already provided to the Administrative Agent and only if requested by the Administrative Agent, an opinion of counsel in form and substance reasonably acceptable to the Administrative Agent related to such Material Domestic Subsidiary and substantially similar in scope to the legal opinions delivered at the Effective Date with respect to the other Guarantors in existence on the Effective Date, Borrower may cause any of its Subsidiaries to guarantee . The guarantees made under this Section 5.6 shall terminate when (i) all the Obligations have been performed or paid in full and (ii) the Lenders have no further commitments under the Credit Agreement and the Letter of Borrower hereunder Credit Exposure has been reduced to zero. In the event (x) a Guarantor is no longer a Material Domestic Subsidiary or (y) a dissolution, sale or other disposition (including by delivering way of merger or consolidation) of all or substantially all of the assets or all of the Equity Interests of any Guarantor occurs and such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver, amendment, modification of or consent to a transaction otherwise prohibited by this Agreement), then, so long as no Event of Default has occurred and is continuing, the Administrative Agent an Assumption Agreement shall, upon written request by the Borrower, and at no cost to the Guarantee AgreementAdministrative Agent that is not reimbursed pursuant hereto, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and release such Guarantor shall be automatically released from its liabilities and obligations under the Guarantee AgreementSubsidiary Guaranty pursuant to such documentation as the Borrower may reasonably require. In additionExcept as provided in the foregoing provisions of this Section 5.6, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released a release of a Material Domestic Subsidiary from its guarantee liabilities under the Subsidiary Guaranty shall require approval by all of the Obligations, and a Responsible Officer of Borrower certifies Lenders (notwithstanding anything to the contrary set forth in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.109.3 hereof).

Guarantors. Any time after Each of the Effective Date, Borrower undersigned Guarantors hereby: (i) agrees that this Joinder Agreement may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement be attached to the Guarantee AgreementCredit Agreement and that by the execution and delivery hereof, in form the undersigned becomes bound by all of the terms of the Credit Agreement as a Guarantor; (ii) represents and warrants that each of the representations and warranties set forth on Annex 1 in the Credit Agreement and applicable to the Guarantee Agreement undersigned is true and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, correct in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately all respects after giving effect to this Joinder Agreement, except to the extent that any such releaserepresentation and warranty relates solely to any earlier date, no Default or Event of Default shall have occurred in which case such representation and be continuing, then immediately upon the delivery warranty is true and correct in all respects as of such notice earlier date; and (iii) agrees to irrevocably and certification unconditionally guaranty the due and punctual payment in full of all Guaranteed Obligations in accordance with the terms of the Credit Agreement. Section 2. Each of the undersigned agrees from time to time, upon reasonable request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Joinder Agreement and the Credit Agreement. Neither this Joinder Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Joinder Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.02 of the release contemplated by Credit Agreement. In case any provision in or obligation under this Section 6.10Joinder Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Guarantors. Any time after the Effective Date, Borrower may (a) The Company will cause any Person that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Person, on a joint and several basis with all other such Persons, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and Northern Utilities, Inc. Note Purchase Agreement provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Guaranty Agreement”); and (ii) deliver the following to each holder of a Note: (A) an executed counterpart of such Guaranty; (B) a certificate signed by an authorized responsible officer of such Person containing representations and warranties on behalf of such Person to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, and 5.7 of this Agreement (but with respect to such Person and such Guaranty rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Person and the due authorization by all requisite action on the part of such Person of the execution and delivery of such Guaranty and the performance by such Person of its Subsidiaries obligations thereunder; and (D) an opinion of counsel reasonably satisfactory to guarantee the Obligations Required Holders covering such matters relating to such Person and such Guaranty as the Required Holders may reasonably request. In addition to the foregoing, if the Bank Credit Agreement shall contain (or be amended to contain) covenants, reporting obligations or events of Borrower hereunder by delivering default related to Administrative Agent such Bank Guarantor, then the Company shall deliver an Assumption amendment to this Agreement to add similar covenants, reporting obligations and events of default related to such Bank Guarantor for the Guarantee Agreementbenefit of the holders of the Notes, in form and until such time as such amendment is delivered, this Agreement shall be deemed, without any action on the part of the parties hereto, to be amended to include such additional covenants, reporting obligations and events of default as if set forth herein in full. If the Bank Credit Agreement shall cease to contain such covenants, reporting obligations or events of default related to such Bank Guarantor, then the Company and the holders of the Notes shall deliver an amendment to this Agreement to remove such similar covenants, reporting obligations and events of default related to such Bank Guarantor, and until such time as such amendment is delivered, this Agreement shall be deemed, without any action on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifpart of the parties hereto, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary amended to exclude such covenants, reporting obligations and events of default as if set forth herein in full. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee At the election of the Obligations shall Company and by written notice to each holder of Notes, any Guarantor that has provided a Guaranty under subparagraph (a) of this Section 9.8 may be automatically released discharged from all of its obligations and such Guarantor liabilities under its Guaranty and shall be automatically released from its obligations under thereunder without the Guarantee Agreement. In additionneed for the execution or delivery of any other document by the holders, provided that (i) if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Guarantor has been released and discharged (or will be released from and discharged concurrently with the release of such Guarantor under its guarantee of Guaranty) under such Material Credit Facility, (ii) at the Obligationstime of, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to Northern Utilities, Inc. Note Purchase Agreement to, such releaserelease and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Guaranty, (iv) if in connection with such Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith, and (v) each holder shall have occurred and be continuingreceived a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, then immediately upon the delivery for purposes of Section 10.1, all Indebtedness of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations Subsidiary shall be automatically released and deemed to have been incurred concurrently with such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10release.

Guarantors. Any time (a) Subject to paragraphs (b), (c), (d) and (e) below, the Company shall ensure that, at all times on and after the Effective date (the “Guarantee Take-up Date”) four weeks after the Closing Date: (i) each Material Company is a Guarantor; and (ii) the aggregate of, respectively, gross assets, net assets, pre-Tax profits and revenues of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceeds 80 per cent. of, respectively, the consolidated gross assets, net assets, pre-Tax profits or revenues of the Group. (b) The Company shall be required to comply with paragraph (a) above at all times after the Guarantee Take-up Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreementprovided that: (i) if, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation an acquisition of such Restricted Subsidiary any new company or business (an “Additional Acquisition”), one or more Subsidiaries of the Company are required to accede to this Agreement as an Unrestricted SubsidiaryGuarantor(s) or ceases in order for paragraph (a) above to be a Subsidiarycomplied with, the Company shall ensure that such accession is completed within 45 days from the date of the Additional Acquisition; (ii) if any Annual Financial Statements or Quarterly Financial Statements demonstrate that one or more additional Subsidiaries are required to accede to this Agreement as Guarantors in each case order to comply with paragraph (a) above (other than as a result of a transfers of assets or any other transaction not otherwise prohibited hereunderbetween members of the Group), then the Company shall ensure that such Guarantor’s guarantee accession(s) is or are completed within 45 days of delivery of the Obligations shall relevant Annual Financial Statements or Quarterly Financial Statements; and (iii) if any transfer of assets or other transaction between members of the Group is proposed, which would result in paragraph (a) not being complied with following such transfer or other transaction, then the Company must ensure that one or more of its Subsidiaries accede to this Agreement as Guarantor such that paragraph (a) above will be automatically released and complied with immediately upon completion of such Guarantor shall be automatically released from transfer or other transactions. (c) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for the Guarantee Agreementrelevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. In additionEach Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (d) No breach of paragraphs (a) or (b) above will occur, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that breach is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of Xxxxxxx Xxxxxxxx not being designated as an Unrestricted Subsidiarya Guarantor on the Guarantee Take-up Date, unless such provided that Xxxxxxx Xxxxxxxx is a Guarantor at all times on or after the date which is simultaneously released from its guarantee of such Material Debt. Administrative Agent 8 weeks after the Closing Date. (e) The Company shall execute such documents as Borrower shall reasonably request to evidence ensure that at all times on and after the release contemplated by this Section 6.10Closing Date, the Target is a Guarantor.

Guarantors. Any time after the Effective Date, The Borrower may shall cause any each of its Subsidiaries (other than a SPV) to guarantee pursuant to the Obligations Guaranty Agreement or supplement thereto (or, in the case of a Foreign Subsidiary, any other guarantee agreement requested by the Administrative Agent) the Secured Obligations. In furtherance of the above, the Borrower hereunder by delivering shall promptly (and in any event within 45 days thereof) (i) provide written notice to the Administrative Agent an Assumption Agreement to and the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at Lenders upon any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be Person becoming a Subsidiary, setting forth information in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee reasonable detail describing all of the Obligations shall be automatically released assets of such Subsidiary, (ii) cause such Subsidiary to execute a supplement to the Guaranty Agreement and such Guarantor shall other Collateral Documents as are necessary for the Borrower and its Subsidiaries to comply with Section 6.27, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Subsidiary, to the extent directly owned by the Borrower or any other Credit Party, to be automatically released from its obligations under delivered to the Guarantee Agreement. In additionAdministrative Agent (together with undated stock powers signed in blank, if Borrower elects by notice in writing applicable) and pledged to the Administrative Agent pursuant to cause such Guarantor to be released from its guarantee an appropriate pledge agreement(s) in substantially the form of the ObligationsPledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative Agent and (iv) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and a Responsible Officer other authority documents of Borrower certifies in writing that immediately after giving effect such Subsidiary and, to the extent requested by the Administrative Agent, favorable opinions of counsel to such releaseSubsidiary (which shall cover, no Default or Event of Default shall have occurred among other things, the legality, validity, binding effect and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee enforceability of the Obligations shall be automatically released documentation referred to above), all in form, content and such Guarantor shall be automatically released from its obligations under scope reasonably satisfactory to the Guarantee AgreementAdministrative Agent. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) or such other guarantee agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Borrower and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent relevant Subsidiaries shall execute such documents as Borrower shall reasonably request to evidence provide the release contemplated by pledge agreements required under this Section 6.106.26 or Section 6.27.