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 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. 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 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 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 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 Section 5.12 Unrestricted Subsidiaries Section 6.01 Existing Debt Section 6.02 Existing Liens Section 6.06 Restrictive Agreements EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Administrative Questionnaire Exhibit C Form of Interest Election Request Exhibit D Form of Note Exhibit E Form of Solvency Certificate Exhibit F Form of Compliance Certificate Exhibit G Form of Funding Notice Exhibit H Form of Issuance Notice Exhibit I Form of Intercompany Note Exhibit J Form of Joinder Agreement Exhibit K Form of Security Agreement Exhibit L Form of Tax Forms This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of May [30], 2019, among SLACK TECHNOLOGIES, INC., a Delaware corporation, as the borrower (the “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity, together with any permitted successor agent, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). The Borrower has requested the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article 1), to make Loans to the Borrower on a revolving credit basis on and 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 date hereof and executed by such proposed Guarantor. If, at any time following and from time to time prior to the Effective Maturity Date, a Guarantor ceases . The proceeds of borrowings hereunder are to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases used for the purposes described in Section 5.09. The Lenders are willing to be a Subsidiary, establish the credit facility referred to 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 preceding paragraph upon the delivery of such notice terms and certification subject 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 conditions set forth herein. Accordingly, 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 parties hereto agree 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.follows:

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 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.. SECTION 7 NEGATIVE COVENANTS SoSubject to Section 4.05, so long as any Obligations remain unpaid, or any portion of the Revolving Commitments remains outstanding:

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.Guarantee

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 Xxxxxxxx shall reasonably request to evidence the release contemplated by this Section 6.10.. SECTION 7 NEGATIVE COVENANTS SoSubject to Section 4.05, so long as any Obligations remain unpaid, or any portion of the Revolving Commitments remains outstanding:

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 Xxxxxxxx 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 Xxxxxxxx shall reasonably request to evidence the release contemplated by this Section 6.10.

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 DateClosing Date cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within forty-five (45) days after becoming a Material Domestic Subsidiary of the Borrower may cause (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 its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Borrower) (or, in either case, such longer period as the Administrative Agent may agree in its reasonable discretion), an Assumption Agreement executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent 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 SecuritizationFunding Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified SecuritizationFunding 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 (an “Elective Guarantor”) by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Elective Guarantor that is has not since become a Significant Material Domestic Subsidiary to cease being a Guarantor at any time by notice to the Administrative Agent. As of the Closing Date, Lon Inc. and that guarantees any Material Debt may Lon Operations LLC have been added as Elective Guarantors. Such entities shall not 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 provision in the final sentence of the prior paragraph, but shall be subject to the release/reinstatement provisions applicable to Material Domestic Subsidiaries set forth above and the release provisions in Section 9.1(d) (to the extent not inconsistent with this Section 6.10sentence).

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 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, Borrower may as promptly as possible, but in any event within thirty (30) 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 corporate resolutions, opinions of its Subsidiaries to guarantee counsel, and such other corporate 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 corporate resolutions, opinions of counsel, and such Guarantor shall be automatically released from its obligations under other corporate documentation as the Guarantee AgreementAdministrative Agent may reasonably request. Notwithstanding the foregoing, no the provisions of this Section 5.23 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Subsidiaries and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Subsidiaries. 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 corporate resolutions, opinions of counsel and such documents other corporate 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 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 Guaranty 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 The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantor (and from and after the Effective DateClosing Date cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within forty-five (45) days after becoming a Material Domestic Subsidiary of the Borrower may cause (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 its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Borrower) (or, in either case, such longer period as the Administrative Agent may agree in its reasonable discretion), an Assumption Agreement executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent 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 (an “Elective Guarantor”) by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Elective Guarantor that is has not since become a Significant Material Domestic Subsidiary to cease being a Guarantor at any time by notice to the Administrative Agent. As of the Closing Date, Lon Inc. and that guarantees any Material Debt may Lon Operations LLC have been added as Elective Guarantors. Such entities shall not 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 provision in the final sentence of the prior paragraph, but shall be subject to the release/reinstatement provisions applicable to Material Domestic Subsidiaries set forth above and the release provisions in Section 9.1(d) (to the extent not inconsistent with this Section 6.10sentence).

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 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 Xxxxxxxx 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 Guaranty 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 Xxxxxxxx shall reasonably request to evidence the release contemplated by this Section 6.10.