Common use of Guarantors Clause in Contracts

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary 18.1. Each Guarantor: a Guarantees (other jointly and severally if more than any Foreign Subsidiary Holding Company or Subsidiary one) repayment to Cabins to Rent of a Foreign Subsidiary, unless (x) otherwise determined all amounts payable by the Company Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or (y) such entity guarantees perform any First Lien Obligations obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any Public Debt) collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that incurstheir obligations as a Guarantor are absolute and unconditional, and will not be released or guaranteesin any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant Guarantor; or iii Any concessions by Cabins to Section 10.08(b)(i)Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any Public Debt rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the Company or a Restricted Subsidiary toPPSA and, within 30 days thereafter, execute and deliver to the Trustee extent permissible by law, waives any notices or rights of a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply Debtor under PPSA to the guarantee of Indebtedness giving rise extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its GuaranteeGuarantor’s own choice freely made, and as a result the Company shall cause all Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryGuarantor.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary 18.1. Each Guarantor: a Guarantees (other jointly and severally if more than any Foreign Subsidiary Holding Company or Subsidiary one) repayment to Cabins to Rent of a Foreign Subsidiary, unless (x) otherwise determined all amounts payable by the Company Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or (y) such entity guarantees perform any First Lien Obligations obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any Public Debt) collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that incurstheir obligations as a Guarantor are absolute and unconditional, and will not be released or guaranteesin any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant Guarantor; or iii Any concessions by ▇▇▇▇▇▇ to Section 10.08(b)(i)Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any Public Debt rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the Company or a Restricted Subsidiary toPPSA and, within 30 days thereafter, execute and deliver to the Trustee extent permissible by law, waives any notices or rights of a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply Debtor under PPSA to the guarantee of Indebtedness giving rise extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its GuaranteeGuarantor’s own choice freely made, and as a result the Company shall cause all Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryGuarantor.

Guarantors. The Company shall If any Subsidiary of a Loan Party is formed or acquired after the Agreement Date or if an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date: (i) the Borrower will cause each Domestic Restricted such Subsidiary (other than an Excluded Subsidiary) to (A) execute and deliver a Subsidiary Joinder Agreement and a Perfection Certificate and (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent shall reasonably request (it being understood that a pledge of Voting Equity Interests in any Foreign Subsidiary Holding Company or Foreign Subsidiary Holdco shall not include more than 65% of the Voting Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holdco if a pledge of a Foreign Subsidiary, unless greater percentage would result in material adverse tax consequences to the Borrower and its Subsidiaries (x) otherwise as reasonably determined by the Company Borrower in consultation with Administrative Agent)), (ii) if any Equity Interests issued by any such Subsidiary are owned or (y) held by or on behalf of any Loan Party, the Borrower will cause such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor Equity Interests to be pledged pursuant to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, to the Pari Passu Intercreditor Agreement extent required by the Collateral and Guarantee Requirement, not later than the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 tenth Business Day after the date on which such Subsidiary is formed or acquired (it being understood that Voting Equity Interests in each such Subsidiary that is a Foreign Subsidiary or Foreign Subsidiary Holdco shall not apply to any include more than 65% of the Company’s Voting Equity Interests of such Subsidiary if a pledge of a greater percentage would result in material adverse tax consequences to the Borrower and its Subsidiaries that (as reasonably determined by the Borrower in consultation with Administrative Agent)), (iii) the Borrower will cause each such Subsidiary to become a party to the Master Intercompany Note not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired, and (iv) the Borrower will deliver or cause to be delivered to the Administrative Agent such certificates and legal opinions as would have been properly designated as an Unrestricted Subsidiaryrequired had such Subsidiary been a Guarantor on the Closing Date.

Guarantors. The Company (a) On the Effective Date, the Borrower shall cause each Domestic Restricted Subsidiary of its Subsidiaries (other than Excluded Foreign Subsidiaries) that is or is required as of such date to be a borrower, issuer or guarantor in respect of any of the Existing Credit Agreement, the Existing Notes, the Notes, the Bridge Facility or any other senior Indebtedness for borrowed money of the Borrower to become a Guarantor hereunder by delivering an executed counterpart of this Agreement. (b) On the Closing Date, to the extent not already effected pursuant to paragraph (a) above, the Borrower shall cause (i) the Acquired Company and its subsidiaries (other than Excluded Foreign Subsidiary Holding Company or Subsidiary of a Foreign SubsidiarySubsidiaries), unless in each case to the extent that (x) otherwise determined by any Surviving Acquired Company Senior Notes, any Acquired Company Convertible Notes or any other Indebtedness for borrowed money of the Acquired Company or its subsidiaries in a principal amount in excess of $125,000,000 remain outstanding on such date (immediately after giving effect to the Transactions occurring on or before the Closing Date) and (y) such entity guarantees Person is a borrower, issuer or guarantor thereof and (ii) each Subsidiary of the Borrower (including, immediately after giving effect to the Transactions occurring on or before the Closing Date, the Acquired Company and its subsidiaries (but excluding any First Lien Obligations or any Public DebtExcluded Foreign Subsidiaries)) that incursis or is required as of such date to be a borrower, issuer or guarantees, guarantor in respect of any Indebtedness of the Company Existing Credit Agreement, the Existing Notes, the Notes, the Bridge Facility or any other Restricted senior Indebtedness for borrowed money of the Borrower, in each case to become a Guarantor hereunder by delivering an executed counterpart of a Guarantor Joinder Agreement or comparable guaranty documentation reasonably satisfactory to the Administrative Agent. (c) Subject to paragraphs (a) and (b) above, if, at any time following (i) the Effective Date, any Subsidiary incurred of the Borrower (other than an Excluded Foreign Subsidiary) either becomes or becomes required to be a borrower, issuer or guarantor in respect of any of the Existing Credit Agreement, the Existing Notes, the Notes, the Bridge Facility or any other senior Indebtedness for borrowed money of the Borrower or (ii) the Closing Date, any Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary) either provides or becomes required to provide a Guarantee in respect of any Surviving Acquired Company Senior Notes, any Acquired Company Convertible Notes (in each case to the extent then outstanding) or any other Indebtedness for borrowed money of the Acquired Company or its subsidiaries in a principal amount in excess of $125,000,000, then in each case the Borrower shall cause such Person to become a Guarantor hereunder by delivering an executed counterpart of a Guarantor Joinder Agreement or comparable guaranty documentation reasonably satisfactory to the Administrative Agent within ten (10) Business Days following such occurrence (or such longer time period agreed to by the Administrative Agent in its reasonable discretion) (it being understood that such Guarantor Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the documentation delivered pursuant to Section 10.08(b)(i4.01(b)). If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or any Public Debt opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Company or a Restricted Subsidiary to, within 30 days thereafter, execute Borrower in form and deliver substance reasonably satisfactory to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment Administrative Agent in respect of matters reasonably requested by the Securities on the same terms and conditions as those set forth in this Indenture (subject Administrative Agent relating to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty such Guarantor Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall5.10, substantially concurrently with dated as of the execution date of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company Guarantor Joinder Agreement or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiarycomparable guaranty documentation.

Guarantors. The Company (a) Subject to the provisions set forth below, the Borrower shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant its Material Subsidiaries to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Agent the Subsidiary Guaranty or a Guaranty Agreement joinder thereto. In the event that the Borrower shall request that a Property owned or leased by a Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16, cause each Subsidiary Owner and Indirect Owner in respect thereof to execute and deliver to Agent a joinder to the Subsidiary Guaranty, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) or (c) of the definition thereof, the Borrower shall cause such Subsidiary (and, in the case of a Material Subsidiary pursuant to which clause (b) of the definition thereof, as a condition to such Restricted Subsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein) to execute and deliver to Agent a joinder to the Subsidiary Guaranty, and such Subsidiary shall Guarantee payment thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of any joinder to the Subsidiary Guaranty as provided for herein, the Borrower shall deliver to the Agent such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (b) In the event that the Borrower shall request that a Property owned or leased, directly or indirectly, by a Qualified Joint Venture be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16 and Section 6.10(a), cause each Qualified Joint Venture Minority Owner of such Qualified Joint Venture to execute and deliver to Agent the Joint Venture Guaranty or a joinder thereto, and such Qualified Joint Venture Minority Owner shall thereby become a Joint Venture Guarantor hereunder. Each such Qualified Joint Venture Minority Owner shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Joint Venture Guarantors to be true and correct with respect to each such Qualified Joint Venture Minority Owner. In connection with the delivery of the Securities Joint Venture Guaranty or any joinder thereto as provided for herein, the Borrower shall deliver, or cause to be delivered, to the Agent (i) to the extent requested by the Agent or any Lender, all information and documentation regarding any such new Joint Venture Guarantor that is required under the Patriot Act and similar “know your customer” requirements, and (ii) such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (c) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Subsidiary Guarantor or a Joint Venture Guarantor from the applicable Guaranty so long as: (i) such Guarantor is not (or simultaneously upon its release as a Guarantor will not be) required to be a party to the Guaranty under the immediately preceding subsection (a) or (b), (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, (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 of the date of such release with the same terms force and conditions effect as those 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 have received such written request at least five (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 constitute a representation by the Borrower that the matters set forth in this Indenture the preceding sentence (subject 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 any limitations that apply to such request. Notwithstanding the guarantee foregoing, the provisions of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 6.10(c) shall not apply to the REIT. (d) Notwithstanding the terms of Section 6.10(a) and Section 6.10(c), from and after any date that Agent receives written notice from the Borrower that the Borrower has obtained an Investment Grade Rating, then (i) subject to the terms of this Section 6.10(d), Material Subsidiaries pursuant to clauses (a) and (c) of the Company’s definition thereof shall no longer be required to be Guarantors under this Agreement, and (ii) Agent shall promptly release such Material Subsidiaries from the Guaranty; provided, however, that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have been properly designated as occurred and be continuing, and (B) no Material Subsidiary within the meaning of clause (b) of the definition thereof shall be released. If, at any time after the Borrower obtains an Unrestricted SubsidiaryInvestment Grade Rating, the Borrower no longer has and maintains an Investment Grade Rating, the Borrower shall within thirty (30) days after such occurrence cause all Material Subsidiaries to once again become Guarantors by (x) executing a joinder to the Subsidiary Guaranty (or, if a Subsidiary Guaranty is not in effect at such time, by executing and delivering a Subsidiary Guaranty), and (y) further causing to be satisfied within such thirty (30) day period all of the provisions of Section 6.10(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this Section 6.10(d) entitle the REIT or any Joint Venture Guarantor to be released from the Guaranty. For the avoidance of doubt, if at any time during which the Borrower has an Investment Grade Rating, the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Guarantor in accordance with the provisions of Section 6.10(a) regardless of the Borrower having obtained such Investment Grade Rating.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary 18.1. Each Guarantor: a guarantees (other jointly and severally if more than any Foreign Subsidiary Holding Company or Subsidiary one) repayment to Waikato Cabins of a Foreign Subsidiary, unless (x) otherwise determined all amounts payable by the Company Hirer pursuant to this Agreement, and the performance of all the Hirer’s obligations under this Agreement. b Acknowledges that Waikato Cabins has entered into this Agreement with the Hirer at the request of the Guarantor, that Waikato Cabins might not have done so without the Guarantor’s guarantee, and that Waikato Cabins doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or (y) such entity guarantees perform any First Lien Obligations obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any Public Debt) collateral securities are not recoverable by Waikato Cabins, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Waikato Cabins against any resulting Loss and will pay the amount of any such Loss to Waikato Cabins as a principal debtor and on demand. f Agrees that incurstheir obligations as a Guarantor are absolute and unconditional, and will not be released or guaranteesin any way affected by: i this Agreement being unenforceable or otherwise defective; or ii any variation or release of this Agreement, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant Guarantor; or iii any concessions by Waikato Cabins to Section 10.08(b)(i)the Hirer or to any other Guarantor; or iv the insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any Public Debt rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the Company or a Restricted Subsidiary toPPSA and, within 30 days thereafter, execute and deliver to the Trustee extent permissible by law, waives any notices or rights of a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply Debtor under PPSA to the guarantee of Indebtedness giving rise extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its GuaranteeGuarantor’s own choice freely made, and as a result the Company shall cause all Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryGuarantor.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary 18.1 Each Guarantor: (other a) Guarantees (jointly and severally if more than any Foreign Subsidiary Holding Company or Subsidiary one) repayment to Wheely Cabins of a Foreign Subsidiary, unless (x) otherwise determined all amounts payable by the Company Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. (b) Acknowledges that Wheely Cabins has entered into this Agreement with the Hirer at the request of the Guarantor, that Wheely Cabins might not have done so without the Guarantor’s guarantee, and that Wheely Cabins doing so is a benefit to the Guarantor. (c) Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. (d) Agrees that if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by ▇▇▇▇▇▇ ▇▇▇▇▇▇, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Wheely Cabins against any resulting loss, and will pay the amount of any such loss to (e) Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: (i) This Agreement being unenforceable or otherwise defective; or (yii) such entity guarantees any First Lien Obligations Any variation or any Public Debt) that incursrelease of this Agreement, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant Guarantor; or (iii) Any concessions by Wheely Cabins to Section 10.08(b)(i)the Hirer or to any other Guarantor; or (iv) The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or (v) Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any Public Debt rule of law to a different effect. (f) Acknowledges that the Company or Guarantor is not a Restricted Subsidiary to, within 30 days thereafter, execute and deliver “Debtor” to the Trustee extent permissible by law, waives any notices or rights of a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply Debtor to the guarantee of Indebtedness giving rise extent inconsistent with these terms. (g) Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its GuaranteeGuarantor’s own choice freely made, and as a result the Company shall cause all Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryGuarantor.

Guarantors. The Company Parent and each Borrower shall cause each Domestic Restricted Subsidiary of its Wholly-Owned Subsidiaries (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless the Exempt Subsidiaries) that either (x) otherwise determined by Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Parent, Holdings or the Company in an aggregate principal amount in excess of $500,000,000 or (y) is a borrower under or an issuer of or is a guarantor of (A) the Bridge Credit Agreement, (B) any Contemplated Debt Securities or the ContemplatedSpecified Private Placement or (C) the Existing CF Notes to become a Guarantor hereunder by (i) executing and delivering to the Administrative Agent a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation in form and substance reasonably satisfactory to the Administrative Agent within thirty (30) days (or such entity guarantees any First Lien Obligations longer time period if agreed to by the Administrative Agent in its reasonable discretion) after the requirements in clause (x) or any Public Debt(y) above shall first have been satisfied with respect to such Subsidiary (it being understood that incurs, such Guaranty Agreement or guarantees, any Indebtedness of a Guaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the Company or any other Restricted Subsidiary incurred documentation delivered pursuant to Section 10.08(b)(i4.1(c), (d) and (e) or; Section 4.3(e), (f), (g) and (k); or Section 4.4(d), as applicable); provided that, notwithstanding anything in any Public Debt Loan Document to the contrary, such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation shall, subject to the Agreed Guarantee Principles, be reasonably satisfactory to the Administrative Agent and shall be limited to the extent necessary to comply with the Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in such agreement or documentation shall in each case be subject to the reasonable satisfaction of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute Administrative Agent. Upon execution and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution delivery of such Guaranty Agreement, pledge all of its existing Guaranty Joinder Agreement or comparable guaranty documentation, each such Person shall become a Guarantor hereunder and future assets constituting Collateral to secure its Guarantee, and the Company thereupon shall cause have all of the Capital Stock rights, benefits, duties and obligations in such Restricted Subsidiary owned capacity under the Loan Documents. If requested by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this IndentureAdministrative Agent, the Notes Collateral DocumentsAdministrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Pari Passu Intercreditor Agreement Lead Borrower in form and substance reasonably satisfactory to the ABL Intercreditor Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any such Guaranty Agreement, including those described under Article XIV. This Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 10.16 shall not apply to any 5.9, dated as of the Company’s Subsidiaries that have been properly designated date of such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, as an Unrestricted Subsidiaryapplicable.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by Borrower and each other Person who guarantees payment or performance of the Company or (y) such entity guarantees any First Lien Obligations whole or any Public Debt) that incurs, or guarantees, any Indebtedness part of the Company Obligations. Guaranty - each guaranty agreement now or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned hereafter executed by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply favor of Agent with respect to any of the Company’s Subsidiaries Obligations, including the guaranty contained in Section 15 of the Agreement. Hedging Agreement - any agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk. Indemnified Amount - in the case of Agent Indemnitees, the amount of any loss, cost, expenses or damages suffered or incurred by Agent Indemnitees and against which Lenders or any Obligor have agreed to indemnify Agent Indemnitees pursuant to the terms of the Agreement or any of the other Loan Documents; in the case of Lender Indemnitees, the amount of any loss, cost, expenses or damages suffered or incurred by Lender Indemnitees and against which Lenders or any Obligor have agreed to indemnify Lender Indemnitees pursuant to the terms of the Agreement or any of the other Loan Documents; and, in the case of BofA Indemnitees, the amount of any loss, cost, expenses or damages suffered or incurred by BofA Indemnitees and against which Lenders or any Obligor have agreed to indemnify BofA Indemnitees pursuant to the terms of the Agreement or any of the other Loan Documents. Indemnitees – the Agent Indemnitees, the Issuing Bank Indemnitees, the Lender Indemnitees and the BofA Indemnitees. Indenture - that certain Indenture dated as of May 15, 1987, between ▇▇▇▇▇ Yarns, Inc. and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as trustee. Initial Lender - BofA in its capacity as the sole Lender on the date hereof. Insolvency Proceeding - any action, case or proceeding commenced by or against a Person, or any agreement of such Person, for (i) the entry of an order for relief under any chapter of the Bankruptcy Code or other insolvency or debt adjustment law (whether state, federal or foreign), (ii) the appointment of a receiver, trustee, liquidator or other custodian for such Person or any part of its Property, (iii) an assignment or trust mortgage for the benefit of creditors of such Person, or (iv) the liquidation, dissolution or winding up of the affairs of such Person. Instrument - shall have been properly designated as the meaning ascribed to the term "instrument" in the UCC. Intellectual Property - Property constituting under any Applicable Law a patent, patent application, copyright, trademark, service ▇▇▇▇, trade name, mask work, trade secret or license or other right to use any of the foregoing. Intellectual Property Claim - the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that Borrower's ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property is violative of any ownership or other right to use any Intellectual Property of such Person. Interest Expense - with respect to any Person for any fiscal period, the sum of interest expense (whether cash or non-cash) of such Person determined in accordance with GAAP for the relevant period ended on such date, including (i) amortization of original issue discount on any Indebtedness and of all fees payable in connection with the incurrence of such Indebtedness (to the extent included in interest expense); (ii) the interest portion of any deferred payment obligation; and (iii) the interest component of any Capitalized Lease Obligation. Interest Period - shall have the meaning ascribed to it in Section 2.1.3 of the Agreement. Interest Rate Contract - any interest rate agreement, interest rate collar agreement, interest rate swap agreement, or other agreement or arrangement at any time entered into by a Borrower with a Lender or Bank that is designed to protect against fluctuations in interest rates. Inventory - shall have the meaning given to "inventory" in the UCC and shall include all goods intended for sale or lease by Borrower, to be furnished by Borrower under contracts of service, or for display or demonstration; all work in process; all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, packing, shipping, advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in Borrower's business; and all Documents evidencing and General Intangibles relating to any of the foregoing, whether now owned or hereafter acquired by Borrower. Inventory Formula Amount - on any date of determination thereof, an Unrestricted Subsidiaryamount equal to the lesser of (a) $70,000,000 or (b) 85% multiplied by the sum of (w) the NOLV Percentage of the Value of Eligible Inventory on such date consisting of finished goods, plus (x) the NOLV Percentage of the Value of Eligible Inventory on such date consisting of work-in-process, plus (y) the NOLV Percentage of the Value of Eligible Inventory on such date consisting of raw materials. The percentages referenced above shall be subject to increase or decrease from time to time, in Agent's reasonable credit judgment, upon Agent's receipt and review of the most recent Net Orderly Liquidation Value Appraisal; provided, that any increase in such percentages shall require the written consent of the Agent and the Lenders.

Guarantors. The Company Parent and each Borrower shall cause each Domestic Restricted Subsidiary of its Wholly-Owned Subsidiaries (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless the Exempt Subsidiaries) that either (x) otherwise determined by Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Parent, Holdings or the Company Tranche A Borrower in an aggregate principal amount in excess of $500,000,000 or (y) is a borrower under or an issuer of or is a guarantor of (A) the Amended Credit Agreement, (B) any Contemplated Debt Securities or the ContemplatedSpecified Private Placement or (C) the Existing CF Notes to become a Guarantor hereunder by (i) executing and delivering to the Administrative Agent a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation in form and substance reasonably satisfactory to the Administrative Agent within thirty (30) days (or such entity guarantees any First Lien Obligations longer time period if agreed to by the Administrative Agent in its reasonable discretion) after the requirements in clause (x) or any Public Debt(y) above shall first have been satisfied with respect to such Subsidiary (it being understood that incurs, such Guaranty Agreement or guarantees, any Indebtedness of a Guaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the Company or any other Restricted Subsidiary incurred documentation delivered pursuant to Section 10.08(b)(i4.1(b), (c) and (d) or Section 4.3(h), (i) and (j) and Section 5.11, as applicable); provided that, notwithstanding anything in any Public Debt Loan Document to the contrary, such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation shall, subject to the Agreed Guarantee Principles, be reasonably satisfactory to the Administrative Agent and shall be limited to the extent necessary to comply with the Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in such agreement or documentation shall in each case be subject to the reasonable satisfaction of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute Administrative Agent. Upon execution and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution delivery of such Guaranty Agreement, pledge all of its existing Guaranty Joinder Agreement or comparable guaranty documentation, each such Person shall become a Guarantor hereunder and future assets constituting Collateral to secure its Guarantee, and the Company thereupon shall cause have all of the Capital Stock rights, benefits, duties and obligations in such Restricted Subsidiary owned capacity under the Loan Documents. If requested by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this IndentureAdministrative Agent, the Notes Collateral DocumentsAdministrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Pari Passu Intercreditor Agreement Lead Borrower in form and substance reasonably satisfactory to the ABL Intercreditor Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any such Guaranty Agreement, including those described under Article XIV. This Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 10.16 shall not apply to any 5.9, dated as of the Company’s Subsidiaries that have been properly designated date of such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, as an Unrestricted Subsidiaryapplicable.

Guarantors. The Company shall (a) In the event that (i) Borrower determines that certain Real Estate or other asset of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to be included in the calculation of Unencumbered Asset Value and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each Domestic Restricted such Wholly Owned Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign SubsidiaryControlled JV Entity, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incursas applicable, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the Trustee a Guaranty Agreement pursuant to which first Guarantor, then such Restricted Subsidiary shall Guarantee payment execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Securities on Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. (b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder. (c) Any Subsidiary or Controlled JV Entity subject to clauses (a) or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all applicable representations and warranties in the Loan Documents with respect to the Guarantors, if any, to be true and correct in all material respects with respect to each such Subsidiary, or Controlled JV Entity with the same effect as if made at and as of that time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and conditions correct only as those set forth of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in this Indenture (subject to any limitations that apply all respects). In connection with the delivery of the Guaranty or such Joinder Agreement, the Borrower shall deliver to the guarantee of Indebtedness giving rise to Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryAgent may reasonably require.

Guarantors. The Company If this Agreement contains the signature of a Guarantor, each Guarantor agrees as follows: (a) Each Guarantor, jointly and severally, guarantees payment of all of Applicant's Obligations hereunder in accordance with the terms and conditions hereof. (b) Each Guarantor agrees that such Guarantor's guarantee of the Applicant's Obligations hereunder is absolute, unconditional and continuing, and no notice of the Issuance of any Credit need be given to such Guarantor. Such obligations shall cause be unconditional irrespective of the genuineness, validity or enforceability of the Obligations of Applicant under this Agreement or, to the fullest extent permitted by applicable law, any other circumstance that might otherwise constitute a legal or equitable discharge of a surety or guarantor. (c) Each Guarantor waives any rights such Guarantor may have under. or any requirement Imposed by any statute or regulation that would otherwise require Issuer to proceed first against Applicant or Applicant's assets. Should Issuer seek to enforce the obligations of any Guarantor hereunder, each Domestic Restricted Subsidiary Guarantor hereby waives any requirement that issuer first enforce any rights and remedies against Applicant, against any other Guarantor or against any Collateral which may have been given to secure the Applicant's Obligations hereunder. (d) Each Guarantor's obligations hereunder shall continue to be effective or be reinstated if at any lime any payment or deposit by or for the account of Applicant Is rescinded or must otherwise be returned by Issuer, including, without limitation, upon the Insolvency, bankruptcy or reorganization of Applicant, as if such payment or deposit had not been made. (e) Each Guarantor authorizes Issuer and any correspondent, or either of them, without notice to such Guarantor and without affecting such Guarantor's liability hereunder, to rearrange. extend, amend, waive defaults in, compromise or release the Obligations of Applicant, any other Guarantor or any other person (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(iGuarantor), including extensions, amendments, increases or reductions in any Public Debt of Credit; provided, however, without the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution written consent of such Guaranty AgreementGuarantor, pledge all no action referred to above shall have the effect of its existing and future assets constituting Collateral to secure its Guarantee, and increasing the Company shall cause all amount of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryGuarantor's obligations hereunder.

Guarantors. The Company shall cause each Domestic Restricted (a) At any time prior to the Guarantor Release Date, within 10 Business Days following the date on which any Subsidiary (other than any Foreign Subsidiary Holding Company an Excluded Subsidiary) is formed or Subsidiary acquired by the Borrower, the Borrower shall deliver to the Agents each of a Foreign the following in form and substance satisfactory to the Agents: (i) an Accession Agreement (or if no Guaranty is then in effect, the Guaranty) executed by such Subsidiary, unless (xii) otherwise determined if such Subsidiary is formed or acquired prior to the Collateral Release Date, a Pledge Agreement with respect to 100% of the Equity Interests in such Subsidiary, executed by the Company Borrower and/or such Subsidiary(ies) of the Borrower that own such Equity Interests, and (iii) the items that would have been delivered under subsections (iv) (if such Subsidiary is formed or acquired prior to the Collateral Release Date), (yv) through (ix) and (xv) of Section 5.1(a) if such entity guarantees Subsidiary had been a Loan Party on the Agreement Date. (b) Within 10 Business Days following the date on which any First Lien Obligations or any Public DebtSubsidiary that is not already a Guarantor (other than an Excluded Subsidiary) that incursGuarantees, or guaranteesotherwise becomes obligated in respect of, any Indebtedness of the Company Borrower or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary toBorrower, within 30 days thereafter, execute and the Borrower shall deliver to the Trustee Agents each of the following in form and substance satisfactory to the Agents: (i) an Accession Agreement (or if no Guaranty is then in effect, the Guaranty) executed by such Subsidiary, (ii) if such Subsidiary becomes a Guarantor hereunder prior to the Collateral Release Date, a Pledge Agreement with respect to 100% of the Equity Interests in such Subsidiary, executed by the Borrower and/or such Subsidiary(ies) of the Borrower that own such Equity Interests, and (iii) the items that would have been delivered under subsections (iv) (if such Subsidiary becomes a Guarantor hereunder prior to the Collateral Release Date), (v) through (ix) and (xv) of Section 5.1(a) if such Subsidiary had been a Loan Party on the Agreement Date. (c) At any time that the Borrower shall have received and then have in effect an Investment Grade Rating, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, each Guarantor from the Guaranty Agreement pursuant so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (b), (ii) no Event of Default resulting from a violation of any of the covenants contained in Section 9.1 shall then be in existence, nor would any Default or Event of Default under the Loan Documents occur as a result of such release; (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 Restricted Subsidiary representation or warranty shall Guarantee payment be true and correct in all respects) on and as of the Securities on 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 expressly permitted under the Loan Documents; (iv) a Responsible Officer of the Borrower shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Guarantor is either being released from its obligations under each Senior Financing Transaction or has not then provided (and is not then required by the terms of any Senior Financing Transaction to provide) a guaranty or otherwise be obligated with respect to any Senior Financing Transaction to which the Borrower is a party or to which it is simultaneously (or substantially simultaneously) entering into; and (v) the Administrative Agent shall have received such 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 (such date, provided that all conditions described in this Section 7.13(c) have been satisfied, is referred to as those the “Guarantor Release Date”). 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 this Indenture the preceding sentence (subject 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 any limitations that apply such request. (d) Prior to the guarantee Guarantor Release Date, the Borrower may request in writing that the Administrative Agent release, and upon receipt of Indebtedness giving rise such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor will become (and is permitted hereunder to become) an Excluded Subsidiary within 10 Business Days following the date of such release, (ii) no Event of Default resulting from a violation of any of the covenants contained in Section 9.1 shall then be in existence, nor would any Default or Event of Default under the Loan Documents occur as a result of such release; (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 of the date of such release with the same force and effect as if made on and as of such date except to the requirement extent that such representations and warranties expressly relate solely to deliver 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 Guaranty Agreement pursuant to this Section 10.16). Any representation or warranty qualified by materiality, in which case such Domestic Restricted Subsidiary shall, substantially concurrently with the execution representation or warranty shall be true and correct in all respects) on and as of such Guaranty Agreement, pledge all of its existing earlier date) and future assets constituting Collateral to secure its Guarantee, and except for changes in factual circumstances expressly permitted under the Company shall cause all Loan Documents; (iv) a Responsible Officer of the Capital Stock Borrower shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that such Restricted Subsidiary owned Guarantor is, or within 10 Business Days following the date of such release will become, an Excluded Subsidiary; and (v) the Administrative Agent shall have received such 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 Company or Borrower to the Administrative Agent of any such request shall constitute a Guarantor to be pledged to secure representation by the Securities and Borrower that the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations matters set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any preceding sentence (both as of the Company’s Subsidiaries that have been properly designated date of the giving of such request and as an Unrestricted Subsidiaryof the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiarya) Subject to clauses (b) and (c) below, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge Borrower at all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company times shall cause all of the Capital Stock Wholly-Owned Subsidiaries that are guarantors of either or both of (i) the Senior Notes (or any replacement or refinancing debt in respect thereof) and (ii) the obligations under the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), to be Guarantors. (b) Within thirty (30) days after any Wholly-Owned Subsidiary becomes a guarantor of the Senior Notes (or any replacement or refinancing debt in respect thereof) or the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), the Borrower shall cause such Restricted Wholly-Owned Subsidiary owned to execute and deliver a Joinder to the Administrative Agent. (c) If at any time (i) a Guarantor ceases to be a guarantor of the Senior Notes (or any replacement or refinancing debt in respect thereof) and ceases to be a guarantor of the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), (ii) a Guarantor is dissolved, sold, merged, amalgamated or otherwise disposed of in a manner permitted by this Agreement or (iii) the outstanding principal amount of the Senior Notes (or any replacement or refinancing debt in respect thereof) is equal to or less than $150,000,000 and a Guarantor ceases to be a guarantor of the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), (A) such Guarantor shall be automatically released from its obligations hereunder, without any need for any formal action by the Company Administrative Agent or a Guarantor Lender, and (B) the Borrower shall provide notice of any such event to be pledged to secure the Securities and Administrative Agent. Upon the Guarantees and shall cause written request of the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this IndentureBorrower, the Notes Collateral Documents, Administrative Agent shall execute any documents reasonably requested by the Pari Passu Intercreditor Agreement and Borrower in order to acknowledge the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to release of any of the Company’s Subsidiaries that have been properly designated such Guarantor from its obligations as an Unrestricted Subsidiarya Guarantor.

Guarantors. The Company shall cause each Domestic Restricted (a) To the extent any Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of executes and delivers a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incursGuaranty of, or guaranteesotherwise becomes obligated in respect of, any Indebtedness of the Company Parent, the Borrower or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(iof the Borrower (including, without limitation, either of the Existing Revolving Facilities), or any Public Debt of the Company or a Restricted Subsidiary toBorrower shall, within 30 days thereafter, execute and five (5) Business Days (or such longer period as the Administrative Agent may reasonably determine) cause such Subsidiary to deliver to the Trustee Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (a) a Guaranty executed by such Subsidiary in the form of Exhibit B attached hereto (or a joinder thereto) and (b) to the extent reasonably requested by the Administrative Agent, 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 Guarantor on the Agreement pursuant to which Date. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such Restricted request the Administrative Agent shall release, any Subsidiary shall Guarantee payment 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 in existence or that would occur as a result of such release. (c) Within five (5) Business Days of the Securities on Parent executing and delivering a Guaranty of any Indebtedness of the same terms Borrower or any Subsidiary (except for (i) guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and conditions as those other similar exceptions to non-recourse liability, (ii) the Indebtedness set forth in this Indenture on Schedule 8.14.(c), and (subject iii) guaranties of tenant improvement allowances with respect to any limitations that apply Property owned by any of its Subsidiaries to the guarantee of Indebtedness giving rise to extent such guaranties are entered into in the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all ordinary course of the Capital Stock in such Restricted Subsidiary owned by Borrower’s business and consistent with past practice), the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and Borrower shall cause the Liens thereon Parent to be valid and perfected and second amend the Parent Guaranty to unconditionally guaranty the Obligations hereunder in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiarytheir entirety.

Guarantors. (a) The Company Borrower shall (within the time period specified in the following subsection (b), if applicable) cause Spirit REIT and each Domestic Restricted Material Subsidiary (other than an Excluded Subsidiary) that meets the following conditions to be a party to the Guaranty: (i) such Material Subsidiary becomes obligated in respect of any Foreign Subsidiary Holding Company Indebtedness for borrowed money or Subsidiary Capitalized Lease Obligations of a Foreign Subsidiary, unless (x) otherwise determined by Spirit REIT or the Company Borrower or (yii) (A) such entity guarantees any First Lien Obligations or any Public DebtMaterial Subsidiary owns an Unencumbered Pool Asset and (B) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i)such Material Subsidiary, or any Public Debt 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 Company acquisition or creation thereof, such Person ceasing to be an Excluded Subsidiary, the addition of a Restricted Subsidiary toProperty or Hybrid Asset to the Unencumbered Pool that is owned by such Person or otherwise), within 30 days thereafter, execute and the Borrower shall deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment Administrative Agent each of the Securities following in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such 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 on the same terms and conditions as those set forth in this Indenture Agreement Date. (subject to c) If any limitations Person that apply is a party to the guarantee of Indebtedness giving rise Guaranty (other than Spirit REIT) ceases to the requirement be required to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or be a Guarantor in accordance with subsection (a) above, the Borrower may request that such Person be released from the 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 pledged accurate in all material respects, except to secure the Securities extent such representations and the Guarantees warranties are qualified by 85 materiality, in which case such representations and warranties shall cause the Liens thereon continue to be valid and perfected and second accurate in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiaryall respects.

Guarantors. The Company Obligors will cause any Subsidiary which becomes liable for (either as a borrower or a guarantor) Indebtedness in respect of any Credit Agreement, to enter into a subsidiary guaranty agreement which shall cause each Domestic Restricted Subsidiary (other be in a form substantially comparable to and not more restrictive than any Foreign Subsidiary Holding Company or Subsidiary of such guaranty and otherwise reasonably acceptable to the Obligors and the Required Holders providing for a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness guaranty of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt obligations of the Company or Obligors under the Notes and this Agreement (a Restricted “Subsidiary to, within 30 days thereafter, execute Guaranty”) and to deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment each of the Securities on holders of the same terms and conditions as those set forth in this Indenture Notes (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution incurrence of any such guaranty obligation pursuant to any Credit Agreement) the following items: (i) a certificate signed by an authorized Responsible Officer of the Obligors making representations and warranties substantially to the effect of those contained in Sections 5.4(a), 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (ii) an opinion of external counsel for the Obligors addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, substantially to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding obligation of such Guaranty AgreementPerson enforceable in accordance with its terms, pledge all except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of its existing creditors’ rights generally and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The holders of the Capital Stock Notes agree to discharge and release any Subsidiary Guarantor from any Subsidiary Guaranty upon the written request of the Obligors, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in such Restricted Subsidiary owned by respect of the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Credit Agreement and the ABL Intercreditor AgreementObligors so certify to the holders of the Notes in a certificate of a Responsible Officer, including those described under Article XIV. This Section 10.16 (ii) at the time of such release and discharge, the Obligors shall not apply deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Indebtedness of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryObligors for the purpose of such release, holders of the Notes shall receive equivalent consideration.

Guarantors. The Company Parent and each Borrower shall cause each Domestic Restricted Subsidiary of its Wholly-Owned Subsidiaries (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless the Exempt Subsidiaries) that either (x) otherwise determined by Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Parent, Holdings or the Company Tranche A Borrower in an aggregate principal amount in excess of $500,000,000 or (y) is a borrower under or an issuer of or is a guarantor of (A) the Amended Credit Agreement, (B) any Contemplated Debt Securities or the Contemplated Private Placement or (C) the Existing CF Notes to become a Guarantor hereunder by (i) executing and delivering to the Administrative Agent a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation in form and substance reasonably satisfactory to the Administrative Agent within thirty (30) days (or such entity guarantees any First Lien Obligations longer time period if agreed to by the Administrative Agent in its reasonable discretion) after the requirements in clause (x) or any Public Debt(y) above shall first have been satisfied with respect to such Subsidiary (it being understood that incurs, such Guaranty Agreement or guarantees, any Indebtedness of a Guaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the Company or any other Restricted Subsidiary incurred documentation delivered pursuant to Section 10.08(b)(i4.1(b), (c) and (d) or Section 4.3(h), (i) and (j) and Section 5.11, as applicable); provided that, notwithstanding anything in any Public Debt Loan Document to the contrary, such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation shall, subject to the Agreed Guarantee Principles, be reasonably satisfactory to the Administrative Agent and shall be limited to the extent necessary to comply with the Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in such agreement or documentation shall in each case be subject to the reasonable satisfaction of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute Administrative Agent. Upon execution and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution delivery of such Guaranty Agreement, pledge all of its existing Guaranty Joinder Agreement or comparable guaranty documentation, each such Person shall become a Guarantor hereunder and future assets constituting Collateral to secure its Guarantee, and the Company thereupon shall cause have all of the Capital Stock rights, benefits, duties and obligations in such Restricted Subsidiary owned capacity under the Loan Documents. If requested by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this IndentureAdministrative Agent, the Notes Collateral DocumentsAdministrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Pari Passu Intercreditor Agreement Lead Borrower in form and substance reasonably satisfactory to the ABL Intercreditor Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any such Guaranty Agreement, including those described under Article XIV. This Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 10.16 shall not apply to any 5.9, dated as of the Company’s Subsidiaries that have been properly designated date of such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, as an Unrestricted Subsidiaryapplicable.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (Guarantors of Lessee’s obligations herein assumed and guarantors of the promissory note issued by reason of this agreement also appear under condition of joint and several debtors, expressly agreeing to what is established herein, and be jointly and severally, unconditionally, irrevocably and irreversibly responsible with Lessee for full and complete settlement of Financial Obligations, commitment fee, default interest, penalties, interest of 1% per month, attorney fees, costs, expenses and other than any Foreign Subsidiary Holding Company comminations expressed in this Agreement, confirming and recognizing them as a liquid and due right. Sole paragraph - In the case of one or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by more Guarantors qualified in the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurspreamble, or guaranteesone or more Guarantors qualified in the attached bail instrument to this Agreement become bankrupted, insolvent , subject to judicial or extrajudicial intervention, special administration regime or liquidation (or plead any Indebtedness these schemes), come to death or, even if their economic and financial situation deteriorate to the point of making them not idoneous based solely on the Company parameters used by Lessor, then Lessee is required to appoint new Guarantors and/or bailees within 5 (five) days due to the obligations of this Agreement such Guarantors and bailees with free real estate, unhindered and unencumbered, sufficient to meet all of monetary obligations then due and falling due. The term stipulated herein for such appointment shall be counted from the application of bankruptcy or insolvency declaration or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i)of the above schemes, or any Public Debt death, or even from written notice given by Lessor to Lessee asking it to replace Guarantors and/or bailees in view of the Company precarious economic and financial situation presented. If the appointment is not made within above stipulated term and / or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to if appointments do not show the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenturelisted above, the Notes Collateral DocumentsAgreement may be terminated at the Lessor sole discretion with application, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiaryall terms contained in Clause 22 without exception.