Common use of Subsidiary Guarantees Clause in Contracts

Subsidiary Guarantees. The Company will (a) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.

Subsidiary Guarantees. The Company will (a) cause (i) each If, after the Issue Date, any Domestic Incorporated Restricted Subsidiary that becomes is not already a Significant Domestic Incorporated Subsidiary after the Closing Date in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty Guarantor both: (601) days after becoming a Significant Domestic Incorporated Subsidiary Guarantees (or otherwise becomes liable for) Obligations under the Senior Credit Agreement, and (2) constitutes a Material Subsidiary, then such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to Subsidiary will become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty by executing and delivering a supplemental indenture, in the form of Annex I-1 Exhibit B, to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later Trustee within 30 days of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are it is required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Subsidiary Guarantor. (b) If, at any date after the Issue Date, the Company’s Domestic Restricted Subsidiaries that are not Subsidiary Guarantor under Guarantors are Material in the Aggregate, then the Company shall cause one or more of such Domestic Restricted Subsidiaries (the selection thereof to be at the Company’s discretion) to promptly become Subsidiary Guaranty Guarantors by executing and delivering a supplemental indenture in the form of Annex I-1 to Exhibit B, such that, after giving effect thereto, the remaining Domestic Restricted Subsidiaries would not be Material in the Aggregate and otherwise not meet the definition of “Material Subsidiary.” (c) The Subsidiary Guaranty (whereupon Guarantee of a Subsidiary Guarantor will be released at such time as such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), Guarantor ceases to (iiii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary Guarantee (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor otherwise be liable for) Obligations under the Foreign Senior Credit Agreement or (ii) constitute a Material Subsidiary Guaranty and, if after giving effect to such release, the Company’s Domestic Restricted Subsidiaries would not be Material in the Aggregate. (d) Any supplemental indenture in the form of Annex I-2 Exhibit B delivered by a Subsidiary Guarantor shall be accompanied by an Opinion of Counsel to the Foreign Trustee to the effect that the supplemental indenture has been duly authorized, executed and delivered by the Subsidiary Guaranty (whereupon such Subsidiary shall become Guarantor and constitutes a “Foreign valid and binding obligation of the Subsidiary Guarantor” under this Agreement), and (iv) each Foreign enforceable against the Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection accordance with a Permitted Acquisition its terms (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretioncustomary exceptions), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.

Subsidiary Guarantees. The Company will cause each Subsidiary of the Company (other than any Subsidiary which already is a Subsidiary Guarantor) that hereafter becomes a borrower or a guarantor under the Bank Facility, concurrently therewith to enter into and become a party to a Subsidiary Guarantee, and within three Business Days thereafter, to deliver to each holder of a Note the following: (a) cause the Subsidiary Guarantee and the Security Documents (ias provided in Section 9.16), or applicable joinders thereto; (b) each Domestic Incorporated a certificate signed by the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, a Vice President or another authorized officer of such Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date in connection with a Permitted Acquisition to execute Guarantor making representations and deliver warranties to the Administrative Agenteffect of those contained in Sections 5.1, 5.2, 5.6 and 5.7 but with respect to such Subsidiary Guarantor and its Subsidiary Guarantee and the Security Documents to which it is a party, and, if relevant under applicable Laws to the provision of the Subsidiary Guarantee, a certificate confirming the solvency of the Subsidiary Guarantor; (c) such documents and evidence with respect to such Subsidiary Guarantor as promptly as possible, but the Required Holders may reasonably request in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated order to establish the existence and good standing of such Subsidiary (or such later date as agreed to Guarantor and the authorization of the transactions contemplated by the Administrative Agent Subsidiary Guarantee and Security Documents to which such Subsidiary Guarantor is a party; and (d) a favorable legal opinion of independent legal counsel satisfactory to the Required Holders to the effect that the Subsidiary Guarantee and Security Documents to which such Subsidiary Guarantor is a party have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of such Subsidiary Guarantor enforceable in writing accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. If any such Subsidiary Guarantor subsequently ceases to be a borrower or a guarantor under the Bank Facility (other than as a result of the Bank Facility reaching its scheduled maturity date without renewal and provided that, on the date such Subsidiary Guarantor ceases to be a borrower or guarantor under the Bank Facility, the Liens encumbering assets of such Subsidiary Guarantor created by the Security Documents have been released and discharged in its sole discretionaccordance with Section 9.16(g)), an executed Supplement then the Company may require the holders of Notes to become release such Subsidiary from its Subsidiary Guarantee and any Security Document to which it is a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 party upon giving 5 Business Days written notice thereof to the Domestic Subsidiary Guaranty (holders of Notes together with confirmation of the foregoing reasonably satisfactory to the holders of Notes, whereupon such Subsidiary shall become cease to be a “Domestic Subsidiary Guarantor hereunder and any Lien granted by it pursuant to the Security Documents shall be released and discharged (and the Company may take any additional steps and actions it deems necessary to discharge corresponding Lien registrations and filings), provided that at the time of such notice and the effective date of such release as provided below, and immediately after giving effect thereto, and to such Subsidiary ceasing to be a Subsidiary Guarantor” under this Agreement), no Default or Event of Default (iiincluding as determined by a Current Financial Covenant Testing) each Domestic Incorporated exists or would exist, and the Company shall have provided an Officer’s Certificate to such effect at the time it provides such notice, with the information (including detailed calculations) required in order to establish same. Upon compliance with the requirements of the preceding sentence, the Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later Guarantee of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement)be deemed to be released and terminated, (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver any Lien granted by it pursuant to the Administrative AgentSecurity Documents shall be deemed to be released and discharged, as promptly as possible, but in any event not later than sixty at the expiry of such 5 Business Day period (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to unless sooner terminated by all the Administrative Agent in writing in its sole discretionholders of Notes), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.

Subsidiary Guarantees. The Company will will, including in connection with a Permitted Acquisition, (a) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than within sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion)Subsidiary, an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), and (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than within sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion)Subsidiary, an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.

Subsidiary Guarantees. The Company will (a) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date Borrower will, including in connection with a Permitted Acquisition Acquisition, (a) cause each Significant Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary to execute the Subsidiary Guaranty (and from and after the Closing Date cause each Significant Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary or any other Subsidiary designated a Subsidiary Guarantor by Borrower, to execute and deliver to the Administrative AgentLender, as promptly as possible, but in any event not later than within sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date Significant Foreign Incorporated Subsidiary of the Borrower or being designated a Subsidiary Guarantor by Borrower, as agreed to by the Administrative Agent in writing in its sole discretion)applicable, an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 I to the Domestic Subsidiary Guaranty Exhibit Z attached hereto (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon Lender; provided, however, that upon the CompanyBorrower’s written request of and certification to the Administrative Agent Lender that (i) a Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) Significant Foreign Incorporated Subsidiary or that a Foreign designated Subsidiary Guarantor is no longer designated as a Significant Foreign SubsidiarySubsidiary Guarantor, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, Lender shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.Domestic

Subsidiary Guarantees. The Company will (a) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date Borrower will, including in connection with a Permitted Acquisition Acquisition, (a) cause each Significant Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary to execute the Subsidiary Guaranty (and from and after the Closing Date cause each Significant Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary or any other Subsidiary designated a Subsidiary Guarantor by Borrower, to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than within sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date Significant Foreign Incorporated Subsidiary of the Borrower or being designated a Subsidiary Guarantor by Borrower, as agreed to by the Administrative Agent in writing in its sole discretion)applicable, an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 I to the Domestic Subsidiary Guaranty Exhibit N attached hereto (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon ; provided, however, that upon the CompanyBorrower’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) Significant Foreign Incorporated Subsidiary or that a Foreign designated Subsidiary Guarantor is no longer designated as a Significant Foreign SubsidiarySubsidiary Guarantor, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, Agent shall release such Domestic Incorporated Subsidiary, Significant Foreign Incorporated Subsidiary or Foreign designated Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, further, that if such Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary, it shall be required to re-execute the Subsidiary Guaranty. Notwithstanding the above to the contrary, with respect to a Significant Foreign Incorporated Subsidiary (or a Subsidiary that is not a Domestic Incorporated Subsidiary Guaranty or Foreign but is designated as a Subsidiary Guarantor), Borrower may deliver, in lieu of a Subsidiary Guaranty, as applicablea pledge agreement, in form and substance acceptable to the Administrative Agent, pledging no more than sixty-five percent (65%) of the voting stock of such Subsidiary to the Administrative Agent for the benefit of Lenders.

Subsidiary Guarantees. The Company will (a) The Borrower shall cause each of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. Except as otherwise provided in Section 6.12(b), the Borrower shall cause each Subsidiary (iother than Excluded Subsidiaries and Excluded Foreign Subsidiaries) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary first formed or acquired after the Closing Date in connection with a Permitted Acquisition date hereof to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (on or such later prior to the date as agreed that the Borrower’s next quarterly Compliance Certificate is due pursuant to by the Administrative Agent in writing in its sole discretionSection 6.01(c), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty joinder in the form of Annex I-1 Subsidiary Guaranty. Also, if any Subsidiary which had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, except as otherwise provided in Section 6.12(b), the Borrower shall, on or prior to the Domestic Subsidiary Guaranty (whereupon date that the Borrower’s next quarterly Compliance Certificate is due pursuant to Section 6.01(c), cause such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty. (b) The Subsidiary Guarantors shall be automatically released from their obligations under the Subsidiary Guaranty once Borrower provides a certification to Administrative Agent that the Subsidiary Guarantors have been released from liability for any other unsecured Indebtedness and from liability under any guaranties of Indebtedness. At the request of Administrative Agent, Borrower shall provide documentation to Administrative Agent evidencing such release. (c) A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty (i) if such Subsidiary shall subsequently become an Excluded Subsidiary or Excluded Foreign Subsidiary, provided that if such Subsidiary owns a Project that had been included as promptly an Unencumbered Project, the Borrower must provide an updated Compliance Certificate as possiblea condition to such release, but demonstrating that the Borrower is in any event not later than the later compliance with all of its covenants without including such Project as an Unencumbered Project, or (xii) the date that if there is sixty (60) days after becoming a Significant Domestic Incorporated Disposition of such Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed Subsidiary’s assets permitted by Section 7.03(b). Subject to by the foregoing, the Administrative Agent in writing in its sole discretion)shall, an executed Supplement from time to become a Domestic Subsidiary Guarantor under time, upon request from the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement)Borrower, (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such Borrower a Significant Foreign written acknowledgement that a Subsidiary (or such later date as agreed to by has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicableacknowledgement.

Subsidiary Guarantees. The Company will (a) cause If the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Restricted Subsidiary (ior redesignates an Unrestricted Subsidiary as a Restricted Subsidiary and such Restricted Subsidiary is a Wholly Owned Restricted Subsidiary) each Domestic Incorporated and such Wholly Owned Restricted Subsidiary shall at any time have total assets with a book value in excess of $1.0 million, then such Wholly Owned Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary or is Navios Finance or any other Subsidiary that becomes at such time is a Significant Domestic Incorporated Subsidiary after co-issuer of the Closing Date in connection with Notes) must become a Permitted Acquisition to Guarantor and shall, within 45 Business Days of the date on which it was so acquired, created or redesignated or so capitalized: (1) execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming Trustee a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty supplemental indenture substantially in the form of Annex I-1 Exhibit D, pursuant to which such Wholly Owned Restricted Subsidiary shall unconditionally guarantee all of the Domestic Co-Issuers’ obligations under the Notes and this Indenture on the terms set forth in this Indenture and, if such Wholly Owned Restricted Subsidiary Guaranty (whereupon owns a Vessel required to become a Mortgaged Vessel, execute one or more Ship Mortgages and the other Security Documents in favor of the Collateral Trustee pursuant to which each such Subsidiary Vessel shall become a Mortgaged Vessel for all purposes under this Indenture in each case as provided for under Section 11.09; and (2) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture and Security Documents, if any, have been duly authorized, executed and delivered by such Wholly Owned Restricted Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Wholly Owned Restricted Subsidiary, subject to customary exceptions. Thereafter, such Wholly Owned Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) The Note Guarantee of a Guarantor shall automatically and unconditionally (without any further action on the part of any Person) be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.13 or Section 4.14; (2) in connection with any sale or other disposition of a majority of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if (x) such Guarantor would no longer constitute a “Domestic Subsidiary GuarantorSubsidiary” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary Indenture and (y) the date on which sale or other disposition does not violate Section 4.13; (3) if the first financial statements and compliance certificates after becoming Company designates any Restricted Subsidiary that is a Significant Domestic Incorporated Subsidiary are required Guarantor to be delivered pursuant an Unrestricted Subsidiary in accordance with Section 4.18; (4) upon liquidation or dissolution of such Guarantor; (5) in the case of a Guarantor that is not a Wholly-Owned Restricted Subsidiary that has voluntarily issued a Guarantee of the Notes, upon notice to Section 7.1(A) are delivered (or such later date as agreed to the Trustee by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Company of the designation of such Guarantor as non-Guarantor Restricted Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of if (x) the date that is sixty (60) days after becoming Company would be permitted to make an Investment in such Restricted Subsidiary at the time of such release equal to the Fair Market Value of the Investment of the Company and its other Restricted Subsidiaries in such Guarantor as either a Significant Foreign Subsidiary Permitted Investment or pursuant to Section 4.11 and (y) the date on which the first financial statements and compliance certificates after becoming all transactions entered into by such Restricted Subsidiary while a Significant Foreign Subsidiary are required to Guarantor would be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” permitted under this Agreement)Indenture at the time its Guarantee is released; and (6) upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes as provided below under Section 8.01, Section 8.03 and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicableSection 8.04.

Subsidiary Guarantees. The Company will Borrower shall cause each of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. Borrower shall cause each Subsidiary (aother than Excluded Subsidiaries and Excluded Foreign Subsidiaries) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary first formed or acquired after the Closing Date in connection with a Permitted Acquisition date hereof to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (on or such later prior to the date as agreed that Borrower’s next quarterly Compliance Certificate is due pursuant to by the Administrative Agent in writing in its sole discretionSection 6.01(c), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty joinder in the form of Annex I-1 Subsidiary Guaranty, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Domestic Borrower and the initial Subsidiary Guaranty (whereupon Guarantors under Section 4.01. Also, if any Subsidiary which had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, Borrower shall, on or prior to the date that Borrower’s next quarterly Compliance Certificate is due pursuant to Section 6.01(c), cause such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative AgentAgent a joinder to the Subsidiary Guaranty, together with supporting organizational and authority documents similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if such Subsidiary shall subsequently become an Excluded Subsidiary, provided that if such Subsidiary owns a Project that had been included as promptly an Unencumbered Project, Borrower must provide an updated Compliance Certificate as possiblea condition to such release, but demonstrating that Borrower is in any event not later than the later compliance with all of (x) the date that its covenants without including such Project as an Unencumbered Project, or if there is sixty (60) days after becoming a Significant Domestic Incorporated Disposition of such Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed Subsidiary’s assets permitted by Section 7.04(b). Subject to by the foregoing, the Administrative Agent in writing in its sole discretion)shall, an executed Supplement from time to become a Domestic Subsidiary Guarantor under time, upon request from the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement)Borrower, (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such Borrower a Significant Foreign written acknowledgement that a Subsidiary (or such later date as agreed to by has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicableacknowledgement.

Subsidiary Guarantees. If, as at any Calculation Date, the Gross Revenues of the Guarantors who have provided Subsidiary Guarantees (if any) for the Calculation Period ended on such Calculation Date, when aggregated with the Gross Revenues of the Parent Borrower for such Calculation Period, do not meet or exceed the Threshold, the Parent Borrower shall, within 45 days of such Calculation Date (or 90 days if such Calculation Date is the end of a Fiscal Year) designate, by written notice to the Agents, those Subsidiaries, including the Subsidiary having the highest Gross Revenues for such Calculation Period, with Gross Revenues for such Calculation Period which, when aggregated with those of the Parent Borrower, would meet or exceed the Threshold to become Guarantors and provide a Subsidiary Guarantee to the Administrative Agent within such 45 or 90 day period. The Company will Parent Borrower may, by written notice to the Agents within 45 days of any Calculation Date (aor 90 days if such Calculation Date is the end of a Fiscal Year), amend any designation previously made by it provided that the foregoing conditions of this Section 5.9 are satisfied, and the Subsidiary Guarantee of any Subsidiary no longer designated shall be released automatically and, subject to such Subsidiary being re-designated as a Guarantor as set out below, of no further force or effect upon each new designee delivering its Subsidiary Guarantee, to the extent required to meet the Threshold. The Subsidiary Guarantees of all Guarantors (including the Subsidiary Borrower Guarantee) cause (i) each Domestic Incorporated shall be subject to release upon satisfaction of the Release Conditions as at any Calculation Date. For greater certainty, to the extent that the Release Conditions are no longer satisfied as at any subsequent Calculation Date, the Parent Borrower shall, in accordance with this Section 5.9, designate those Subsidiaries necessary to meet or exceed the Threshold to become Guarantors and provide a Subsidiary that becomes Guarantee within the time frame set out above. Any Canadian Subsidiary which is designated as a Significant Domestic Incorporated Subsidiary Guarantor at any time after the Closing Date in connection with a Permitted Acquisition to execute shall enter into and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming Agent a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty Guarantee substantially in the form of Annex I-1 to the Domestic Exhibit G. Any U.S. Subsidiary Guaranty (whereupon such Subsidiary shall become which is designated as a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary Guarantor at any time after the Closing Date other than in connection with a Permitted Acquisition to execute shall enter into and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming Agent a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty Guarantee substantially in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.Exhibit F.

Subsidiary Guarantees. The Company will (a) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary (other than Xxxxxxxx Financing LLC if such Subsidiary is a Significant Domestic Incorporated Subsidiary as a result of assets representing Capital Stock of a Subsidiary thereof) after the Closing Date in connection with a Permitted an Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted an Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 I- 1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted an Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted an Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.

Subsidiary Guarantees. The Company will Borrower shall cause each of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. The Borrower shall cause each Subsidiary (aother than Excluded Subsidiaries and Excluded Foreign Subsidiaries) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary first formed or acquired after the Closing Date in connection with a Permitted Acquisition date hereof to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (on or such later prior to the date as agreed that the Borrower’s next quarterly Compliance Certificate is due pursuant to by the Administrative Agent in writing in its sole discretionSection 6.01(c), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty joinder in the form of Annex I-1 Subsidiary Guaranty, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Domestic Borrower and the initial Subsidiary Guaranty (whereupon Guarantors under Section 4.01. Also, if any Subsidiary which had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, the Borrower shall, on or prior to the date that the Borrower’s next quarterly Compliance Certificate is due pursuant to Section 6.01(c), cause such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative AgentAgent a joinder to the Subsidiary Guaranty, together with supporting organizational and authority documents similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if such Subsidiary shall subsequently become an Excluded Subsidiary or Excluded Foreign Subsidiary, provided that if such Subsidiary owns a Project that had been included as promptly an Unencumbered Project, the Borrower must provide an updated Compliance Certificate as possiblea condition to such release, but demonstrating that the Borrower is in any event not later than the later compliance with all of (x) the date that its covenants without including such Project as an Unencumbered Project, or if there is sixty (60) days after becoming a Significant Domestic Incorporated Disposition of such Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed Subsidiary’s assets permitted by Section 7.04(b). Subject to by the foregoing, the Administrative Agent in writing in its sole discretion)shall, an executed Supplement from time to become a Domestic Subsidiary Guarantor under time, upon request from the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement)Borrower, (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such Borrower a Significant Foreign written acknowledgement that a Subsidiary (or such later date as agreed to by has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicableacknowledgement.

Subsidiary Guarantees. The Company will (a) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date Borrower will, including in connection with a Permitted Acquisition Acquisition, (a) cause each Significant Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary to execute the Subsidiary Guaranty (and from and after the Closing Date cause each Significant Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary or any other Subsidiary designated a Subsidiary Guarantor by Borrower, to execute and deliver to the Administrative AgentLender, as promptly as possible, but in any event not later than within sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date Significant Foreign Incorporated Subsidiary of the Borrower or being designated a Subsidiary Guarantor by Borrower, as agreed to by the Administrative Agent in writing in its sole discretion)applicable, an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 I to the Domestic Subsidiary Guaranty Exhibit Z attached hereto (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon Lender; provided, however, that upon the CompanyBorrower’s written request of and certification to the Administrative Agent Lender that (i) a Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) Significant Foreign Incorporated Subsidiary or that a Foreign designated Subsidiary Guarantor is no longer designated as a Significant Foreign SubsidiarySubsidiary Guarantor, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, Lender shall release such Domestic Incorporated Subsidiary, Significant Foreign Incorporated Subsidiary or Foreign designated Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, further, that if such Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary, it shall be required to re-execute the Subsidiary Guaranty. Notwithstanding the above to the contrary, with respect to a Significant Foreign Incorporated Subsidiary (or a Subsidiary that is not a Domestic Incorporated Subsidiary Guaranty or Foreign but is designated as a Subsidiary Guarantor), Borrower may deliver, in lieu of a Subsidiary Guaranty, as applicable.a pledge agreement, in form and substance acceptable to the Lender, pledging no more than sixty-five percent (65%) of the voting stock of such Subsidiary to the Lender. LaSalle Bank National Association April 20, 2005 Page 62

Subsidiary Guarantees. The Company will (a) cause (i) each Domestic Incorporated Cause the RTOC Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty Guarantee Agreement substantially in the form of Annex I-1 Exhibit C-2 hereto to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute be executed and deliver delivered to the Administrative Agent, Agent as promptly soon as possible, possible but in any event not later than the later REIT Effective Date by a duly authorized officer of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated each Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required of RTOC to be delivered pursuant to Section 7.1(Aparty thereto (other than Rayland, LLC (“Rayland”); provided that Rayland shall execute the RTOC Subsidiary Guarantee Agreement unless, as a result of the Restructuring, Rayland shall have executed the TRS Subsidiary Guarantee Agreement as a Subsidiary of TRS within three months from the Closing Date) are delivered together with (or A) such later date documents and certificates as agreed to by the Administrative Agent in writing in or its sole discretion)counsel may reasonably request, each of which shall be satisfactory to the Administrative Agent and certified as of the date of execution thereof as complete and correct copies thereof by the Secretary or an executed Supplement Assistant Secretary of each Subsidiary of RTOC to become a Domestic be party to the RTOC Subsidiary Guarantee Agreement, relating to (1) the organization, existence and good standing of such RTOC Subsidiary Guarantor, (2) the authorization of the execution, delivery and performance by such RTOC Subsidiary Guarantor under of the Domestic RTOC Subsidiary Guaranty in the form of Annex I-1 Guarantee Agreement, and (3) certificates as to the Domestic incumbency and signature of each individual signing the RTOC Subsidiary Guaranty Guarantee Agreement on behalf of the applicable RTOC Subsidiary Guarantor and (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iiiB) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver counterpart for each Lender, the executed legal opinions, each of which shall be satisfactory to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary Rayonier’s Vice President, Governance and Corporate Secretary, (y) Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, special counsel for the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), Borrowers and (bz) deliver Xxxxxx & Xxxxxx L.L.P., special New York counsel for the Borrowers, as to due authorization, execution and cause each such Domestic Incorporated enforceability of the RTOC Subsidiary or Foreign Subsidiary Guarantee Agreement and as to deliver corporate resolutions, opinions of counsel, and such other corporate documentation matters as any Lender through the Administrative Agent may reasonably request, . (ii) Cause at all in form and substance reasonably satisfactory times domestic Subsidiaries of RTOC to be party to the Administrative Agent. Upon RTOC Subsidiary Guarantee Agreement such that as of the Companydate of execution thereof and as of the 60th day after the end of each Fiscal Quarter thereafter (and at any time as a condition precedent to (and after giving effect to) any merger, consolidation, liquidation or other disposition of assets permitted by Section 5.03(c)(ii) or (d)(iii)), (x) the aggregate assets of RTOC and RTOC Subsidiary Guarantors are not less than 90% of the Consolidated Assets of RTOC and its domestic Subsidiaries and (y) the aggregate gross revenues of RTOC and the RTOC Subsidiary Guarantors (calculated as of the last day of RTOC’s written request and such Guarantors’ most recently ended Fiscal Quarter for the four consecutive Fiscal Quarters ending with such Fiscal Quarter) do not constitute less than 90% of the aggregate gross revenues of RTOC and certification its domestic Subsidiaries (calculated as of the last day of RTOC’s and its Subsidiaries’ most recently ended Fiscal Quarter for the four consecutive Fiscal Quarters ending with such Fiscal Quarter); provided that in the event that any Subsidiary of RTOC guarantees any other Debt of RTOC, such Subsidiary shall promptly execute and deliver a supplement to the RTOC Subsidiary Guarantee Agreement as a supplemental guarantor. (iii) Cause at all times domestic Subsidiaries of TRS to be party to the TRS Subsidiary Guarantee Agreement such that as of the date of the initial Loan Event with respect to TRS and as of the 60th day after the end of each Fiscal Quarter thereafter (and at any time as a condition precedent to (and after giving effect to) any merger, consolidation, liquidation or other disposition of assets permitted by Section 5.03(c)(i) or (d)(iii)), (x) the aggregate assets of TRS and TRS Subsidiary Guarantors are not less than 90% of the Consolidated Assets of TRS and its domestic Subsidiaries and (y) the aggregate gross revenues of TRS and the TRS Subsidiary Guarantors (calculated as of the last day of TRS’s and such Guarantors’ most recently ended Fiscal Quarter for the four consecutive Fiscal Quarters ending with such Fiscal Quarter) do not constitute less than 90% of the aggregate gross revenues of TRS and its domestic Subsidiaries (calculated as of the last day of TRS’s and its Subsidiaries’ most recently ended Fiscal Quarter for the four consecutive Fiscal Quarters ending with such Fiscal Quarter); provided that in the event that any Subsidiary of TRS guarantees any other Debt of TRS, such Subsidiary shall promptly execute and deliver a supplement to the TRS Subsidiary Guarantee Agreement as a supplemental guarantor. (iv) In maintaining such guarantees, the guarantees executed by any Subsidiary Guarantors shall promptly be executed and delivered to the Administrative Agent that (i) a Domestic Incorporated for the benefit of each of the Lenders and Issuing Banks and shall be substantially identical to the guarantees previously executed by each of the other Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign SubsidiaryGuarantors, together with such supporting documentation, including corporate resolutions and opinions of counsel with respect to such additional guarantee, as may be reasonably required by the Administrative Agent. (v) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its respective Guarantee, provided that (y) such Subsidiary Guarantor or other Person, as contemplated the case may be, is concurrently released and relieved of any obligations it may have with respect to all other guarantees of Debt of such Borrower and (z) after such release Rayonier remains in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties compliance with Section 5.01(l)(ii) and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable(iii).

Subsidiary Guarantees. The Company will 15.1 If the Parent or any of its Restricted Subsidiaries acquires or creates a Restricted Subsidiary (aor redesignates an Unrestricted Subsidiary as a Restricted Subsidiary) cause (i) each Domestic Incorporated and such Restricted Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date in connection shall at any time have total assets with a Permitted Acquisition to book value in excess of $10,000,000, then such Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary) must become a Guarantor and shall, within 45 business days of the date on which it was so acquired, created or redesignated or so capitalized: (1) execute and deliver to the Administrative AgentFacility Agent and the Security Agent an Accession Deed (as contemplated by Clause 26.4 (Additional Guarantors)) pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Parent’s obligations under the Finance Documents and the Senior Secured Note Indenture and, as promptly as possible, but in any event not later than sixty (60) days after becoming if such Restricted Subsidiary owns a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement Vessel required to become a Domestic Subsidiary Guarantor under Mortgaged Vessel or a Container Asset required to become a Mortgaged Container Asset, execute one or more Security Documents in favor of the Domestic Subsidiary Guaranty in the form of Annex I-1 Security Agent pursuant to the Domestic Subsidiary Guaranty (whereupon which each such Subsidiary Vessel shall become a “Domestic Subsidiary Guarantor” Mortgaged Vessel and each such Container Asset shall become a Mortgaged Container Asset for all purposes under this Agreement), Agreement in each case as provided for under paragraph 3.1 above; and (ii2) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative AgentFacility Agent and the Security Agent one or more opinions of counsel that such Accession Deed and Security Documents, as promptly as possibleif any, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated have been duly authorized, executed and delivered by such Restricted Subsidiary and (y) the date on which the first financial statements constitutes a valid and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or legally binding and enforceable obligation of such later date as agreed to by the Administrative Agent in writing in its sole discretion)Restricted Subsidiary, an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicablecustomary exceptions.

Subsidiary Guarantees. The Company will (a) cause If the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Restricted Subsidiary (ior redesignates an Unrestricted Subsidiary as a Restricted Subsidiary and such Restricted Subsidiary is a Wholly Owned Restricted Subsidiary) each Domestic Incorporated and such Wholly Owned Restricted Subsidiary shall at any time have total assets with a book value in excess of $5.0 million, then such Wholly Owned Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary or is Navios Finance or any other Subsidiary that becomes at such time is a Significant Domestic Incorporated Subsidiary after co-issuer of the Closing Date in connection with Notes) must become a Permitted Acquisition to Guarantor and shall, within 45 Business Days of the date on which it was so acquired, created or redesignated or so capitalized: (1) execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming Trustee a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty supplemental indenture substantially in the form of Annex I-1 Exhibit D, pursuant to which such Wholly Owned Restricted Subsidiary shall unconditionally guarantee all of the Domestic Co-Issuers’ obligations under the Notes and this Indenture on the terms set forth in this Indenture and, if such Wholly Owned Restricted Subsidiary Guaranty (whereupon owns a Vessel required to become a Mortgaged Vessel, execute one or more Ship Mortgages and the other Security Documents in favor of the Collateral Trustee pursuant to which each such Subsidiary Vessel shall become a Mortgaged Vessel for all purposes under this Indenture in each case as provided for under Section 11.09; and (2) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture and Security Documents, if any, have been duly authorized, executed and delivered by such Wholly Owned Restricted Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Wholly Owned Restricted Subsidiary, subject to customary exceptions. Thereafter, such Wholly Owned Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) The Note Guarantee of a Guarantor shall automatically and unconditionally (without any further action on the part of any Person) be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.13 or Section 4.14; (2) in connection with any sale or other disposition of a majority of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if (x) such Guarantor would no longer constitute a “Domestic Subsidiary GuarantorSubsidiary” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary Indenture and (y) the date on which sale or other disposition does not violate Section 4.13; (3) if the first financial statements and compliance certificates after becoming Company designates any Restricted Subsidiary that is a Significant Domestic Incorporated Subsidiary are required Guarantor to be delivered pursuant an Unrestricted Subsidiary in accordance with Section 4.18; (4) upon liquidation or dissolution of such Guarantor; (5) in the case of a Guarantor that is not a Wholly-Owned Restricted Subsidiary that has voluntarily issued a Guarantee of the Notes, upon notice to Section 7.1(A) are delivered (or such later date as agreed to the Trustee by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Company of the designation of such Guarantor as non-Guarantor Restricted Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of if (x) the date that is sixty (60) days after becoming Company would be permitted to make an Investment in such Restricted Subsidiary at the time of such release equal to the Fair Market Value of the Investment of the Company and its other Restricted Subsidiaries in such Guarantor as either a Significant Foreign Subsidiary Permitted Investment or pursuant to Section 4.11 and (y) the date on which the first financial statements and compliance certificates after becoming all transactions entered into by such Restricted Subsidiary while a Significant Foreign Subsidiary are required to Guarantor would be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” permitted under this Agreement)Indenture at the time its Guarantee is released; and (6) upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes as provided below under Section 8.01, Section 8.03 and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicableSection 8.04.

Subsidiary Guarantees. The Company will Borrower shall cause each of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. Borrower shall cause each Subsidiary (aother than Excluded Subsidiaries and Excluded Foreign Subsidiaries) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary first formed or acquired after the Closing Date in connection with a Permitted Acquisition date hereof to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (on or such later prior to the date as agreed that Borrower’s next quarterly compliance certificate is due pursuant to by the Administrative Agent in writing in its sole discretionSection 5.01(c), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty joinder in the form of Annex I-1 Subsidiary Guaranty, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Domestic Borrower and the initial Subsidiary Guaranty (whereupon Guarantors under Section 4.01 hereof. Also, if any Subsidiary which had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, Borrower shall, on or prior to the date that Borrower’s next quarterly compliance certificate is due pursuant to Section 5.01(c), cause such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative AgentAgent a joinder in the Subsidiary Guaranty, as promptly as possible, but in together with supporting organizational and authority documents similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01 hereof. If any event not later than the later of (x) the date Subsidiary that is sixty (60) days after becoming a Significant Domestic Incorporated party to the Subsidiary and (y) Guaranty shall subsequently become an Excluded Subsidiary, such Subsidiary shall be automatically released from its obligations under the date on which Subsidiary Guaranty provided that if such Subsidiary owns a Project that had been included as an Unencumbered Project, Borrower must provide an updated compliance certificate as a condition to such release, demonstrating that Borrower is in compliance with all of its covenants without including such Project as an Unencumbered Project. Subject to the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by foregoing, the Administrative Agent in writing in its sole discretion)shall, an executed Supplement from time to become a Domestic Subsidiary Guarantor under time, upon request from the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement)Borrower, (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such Borrower a Significant Foreign written acknowledgement that a Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary has been released from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.

Subsidiary Guarantees. The If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary or if any Restricted Subsidiary becomes a Domestic Subsidiary of the Company after the Issue Date, or if any Restricted Subsidiary becomes a guarantor under the Credit Agreement, then that newly acquired or created Domestic Subsidiary or that Restricted Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee; provided that no Subsidiary shall be required to become or remain a Guarantor, for so long as the Credit Agreement is in effect, if it is not an obligor thereunder or if it is not required to Guarantee the Credit Agreement. At such time as the Credit Agreement is no longer in effect, the Notes will be Guaranteed on a senior subordinated basis by any Restricted Subsidiary of the Company that becomes an Obligor under any Indebtedness or Preferred Stock; provided that Subsidiaries that are (a) cause (i) each Domestic Incorporated Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date in connection Obligors with a Permitted Acquisition respect to execute less than $5 million of Indebtedness and deliver to the Administrative AgentPreferred Stock, as promptly as possibleindividually, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty and $30 million in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement)aggregate, and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutionsReceivables Subsidiaries, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall will not be required to re-Guarantee the Notes. Any Subsidiary that is not required to be or remain a Guarantor under this Section 4.16 shall be entitled to be released from its obligations under this Indenture. Upon delivery by the Company to the Trustee of an Officer's Certificate setting forth the basis for such release and that such release is in compliance with the requirements of the Section, the Trustee shall execute any documents reasonably required in order to evidence the Domestic release of such Guarantor from its obligations under this Indenture, including without limitation, its Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicableGuarantee. Guarantors may also be released pursuant to the procedures set forth in Section 11.05.

Subsidiary Guarantees. The Company will (a) Subject to the provisions of this Section 203, the Notes shall have the benefit of the Subsidiary Guarantees. (b) In addition to the conditions contained in Section 1304 of the Original Indenture for release of Subsidiary Guarantors from their Subsidiary Guarantees, in the event that (1) any Subsidiary Guarantor ceases to have outstanding any Debt (including Guarantees) other than Debt consisting of Floor Plan Debt, Guarantees of Floor Plan Debt of the Company or such Subsidiary Guarantor's Subsidiary Guarantee and (2) the Company's corporate credit rating from either Moodx'x xx S&P is Investment Grade, the Company may, at its option, obtain the release of such Subsidiary Guarantor's Subsidiary Guarantee by delivering an Officers' Certificate to the Trustee certifying to such effect. Upon delivery by the Company of such Officers' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and Article Thirteen of the Original Indenture have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under Article Thirteen of the Original Indenture without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities and under Article Thirteen of the Original Indenture. (c) Notwithstanding the provisions of Article 1305 of the Original Indenture, the Company shall not be required to cause (i) each Domestic Incorporated any Subsidiary of the Company that becomes a Significant Domestic Incorporated Restricted Subsidiary after the Closing Date in connection with a Permitted Acquisition to execute and deliver to date of the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement Original Indenture to become a Domestic Subsidiary Guarantor under the Domestic unless such Restricted Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty has outstanding any Debt (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iiincluding Guarantees) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to Debt consisting of Floor Plan Debt or Guarantees of Floor Plan Debt of the Administrative Agent, as promptly as possible, but in Company. (d) In the event that any event not later than the later of (x) the date Restricted Subsidiary that is sixty (60) days after becoming not a Significant Domestic Incorporated Subsidiary and (y) Guarantor Incurs any Debt other than Debt consisting of Floor Plan Debt or Guarantees of Floor Plan Debt of the date on which Company, the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Company will cause such Restricted Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 with respect to the Domestic Notes as soon as practicable after such Restricted Subsidiary Guaranty (whereupon Incurs such Debt. The Company shall cause any such Restricted Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 with respect to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), Notes by executing and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver delivering to the Administrative AgentTrustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Supplemental Indenture and the Original Indenture as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver an Officers' Certificate and cause each an Opinion of Counsel stating that such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, supplemental indenture has been duly authorized and executed by such Person and such other corporate documentation supplemental indenture and such Person's obligations under its Subsidiary Guarantee and this Supplemental Indenture and the Original Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory be acceptable to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated Trustee in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicablediscretion).

Subsidiary Guarantees. The Company will cause each Subsidiary of the Trust (other than the Company and any other Subsidiary which already is a Subsidiary Guarantor) that hereafter becomes a borrower or a guarantor under the Bank Facility, concurrently therewith to enter into and become a party to a Subsidiary Guarantee, and within three Business Days thereafter, to deliver to each holder of a Note the following: (a) cause the Subsidiary Guarantee; (ib) each Domestic Incorporated a certificate signed by the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, a Vice President or another authorized officer of such Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date in connection with a Permitted Acquisition to execute making representations and deliver warranties to the Administrative Agenteffect of those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.17 but with respect to such Subsidiary and its Subsidiary Guarantee, and, if relevant under applicable Laws to the provision of the Subsidiary Guarantee, a certificate confirming the solvency of the Subsidiary; (c) such documents and evidence with respect to such Subsidiary as promptly as possible, but the Required Holders may reasonably request in any event not later than sixty (60) days after becoming a Significant Domestic Incorporated order to establish the existence and good standing of such Subsidiary (or such later date as agreed to and the authorization of the transactions contemplated by the Administrative Agent Subsidiary Guarantee; and (d) a favourable legal opinion of independent counsel satisfactory to the Required Holders to the effect that the Subsidiary Guarantee has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Subsidiary enforceable in writing in accordance with its sole discretion)terms, an executed Supplement to become a Domestic except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. If any such Subsidiary Guarantor subsequently ceases to be a borrower or a guarantor under the Domestic Bank Facility, then the Company may require the holders of Notes to release such Subsidiary Guaranty in the form of Annex I-1 from its Subsidiary Guarantee upon giving 5 Business Days written notice thereof to the Domestic Subsidiary Guaranty (holders of Notes together with confirmation of the foregoing reasonably satisfactory to the holders of Notes, whereupon such Subsidiary shall become cease to be a “Domestic Subsidiary Guarantor hereunder, provided that at the time of such notice and the effective date of such release as provided below, and immediately after giving effect thereto, and to such Subsidiary ceasing to be a Subsidiary Guarantor” under this Agreement), no Default or Event of Default (iiincluding as determined by a Current Financial Covenant Testing) each Domestic Incorporated exists or would exist, and the Company shall have provided an Officer’s Certificate to such effect at the time it provides such notice, with the information (including detailed calculations) required in order to establish same. Upon compliance with the requirements of the preceding sentence, the Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later Guarantee of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required be deemed to be delivered pursuant to Section 7.1(A) are delivered released and terminated as at the expiry of such 5 Business Day period (or such later date as unless sooner agreed to by the Administrative Agent in writing in its sole discretionall holders of Notes), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.

Subsidiary Guarantees. If, as at any Calculation Date, the Gross Revenues of the Guarantors who have provided Subsidiary Guarantees (if any) for the Calculation Period ended on such Calculation Date, when aggregated with the Gross Revenues of the Borrower for such Calculation Period, do not meet or exceed the Threshold, the Borrower shall, within 45 days of such Calculation Date (or 90 days if such Calculation Date is the end of a Fiscal Year) designate, by written notice to the Administrative Agent, those Subsidiaries, including the Subsidiary having the highest Gross Revenues for such Calculation Period, with Gross Revenues for such Calculation Period which, when aggregated with those of the Borrower, would meet or exceed the Threshold to become Guarantors and provide a Subsidiary Guarantee to the Administrative Agent within such 45 or 90 day period. The Company will Borrower may, by written notice to the Administrative Agent within 45 days of any Calculation Date (aor 90 days if such Calculation Date is the end of a Fiscal Year), amend any designation previously made by it provided that the foregoing conditions of this Section 5.9 are satisfied, and the Subsidiary Guarantee of any Subsidiary no longer designated shall be released automatically and, subject to such Subsidiary being re-designated as a Guarantor as set out below, of no further force or effect upon each new designee delivering its Subsidiary Guarantee, to the extent required to meet the Threshold. The Subsidiary Guarantees of all Guarantors (including the Subsidiary Borrower Guarantee) cause (i) each Domestic Incorporated shall be subject to release upon satisfaction of the Release Conditions as at any Calculation Date. For greater certainty, to the extent that the Release Conditions are no longer satisfied as at any subsequent Calculation Date, the Borrower shall, in accordance with this Section 5.9, designate those Subsidiaries necessary to meet or exceed the Threshold to become Guarantors and provide a Subsidiary that becomes Guarantee within the time frame set out above. Any Canadian Subsidiary which is designated as a Significant Domestic Incorporated Subsidiary Guarantor at any time after the Closing Date in connection with a Permitted Acquisition to execute shall enter into and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming Agent a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty Guarantee substantially in the form of Annex I-1 to the Domestic Exhibit G. Any U.S. Subsidiary Guaranty (whereupon such Subsidiary shall become which is designated as a “Domestic Subsidiary Guarantor” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary Guarantor at any time after the Closing Date other than in connection with a Permitted Acquisition to execute shall enter into and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming Agent a Significant Domestic Incorporated Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty Guarantee substantially in the form of Annex I-1 to the Domestic Subsidiary Guaranty (whereupon such Subsidiary shall become a “Domestic Subsidiary Guarantor” under this Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.Exhibit F.

Subsidiary Guarantees. The Company will (a) cause If the Issuer or any of its Restricted Subsidiaries acquires or creates a Restricted Subsidiary (ior redesignates an Unrestricted Subsidiary as a Restricted Subsidiary) each Domestic Incorporated and such Restricted Subsidiary that becomes a Significant Domestic Incorporated Subsidiary after the Closing Date in connection shall at any time have total assets with a Permitted Acquisition to book value in excess of $10.0 million, then such Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary) must become a Guarantor and shall, within 45 Business Days of the date on which it was so acquired, created or redesignated or so capitalized: (1) execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming Trustee a Significant Domestic Incorporated Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Domestic Subsidiary Guarantor under the Domestic Subsidiary Guaranty supplemental indenture substantially in the form of Annex I-1 Exhibit D hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Domestic Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture and, if such Restricted Subsidiary Guaranty (whereupon owns a Vessel required to become a Mortgaged Vessel or a Container Asset required to become a Mortgaged Container Asset, execute one or more Security Documents in favor of the Security Agent pursuant to which each such Subsidiary Vessel shall become a Mortgaged Vessel and each such Container Asset shall become a Mortgaged Container Asset for all purposes under this Indenture in each case as provided for under Section 11.09(a); and (2) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture and Security Documents, if any, have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. For the avoidance of doubt, such Guarantor shall only be required to become a Mortgaged Guarantor to the extent required by Section 11.09 hereof. (b) The Guarantee of a Guarantor shall automatically and unconditionally (without any further action on the part of any Person) be released: (1) in connection with any sale or other transfer of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.13 or Section 4.14; (2) in connection with any sale or other transfer of a majority of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of the Issuer, if (x) such Guarantor would no longer constitute a “Domestic Subsidiary GuarantorSubsidiary” under this Agreement), (ii) each Domestic Incorporated Subsidiary becomes a Significant Domestic Incorporated Subsidiary after the Closing Date other than in connection with a Permitted Acquisition to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Domestic Incorporated Subsidiary Indenture and (y) the date on which sale or other disposition does not violate Section 4.13; (3) substantially concurrently with the first financial statements and compliance certificates after becoming a Significant Domestic Incorporated substitution of Qualified Vessels or Qualified Container Assets of another Restricted Subsidiary are for all of the Mortgaged Vessels or Mortgaged Container Assets of that Guarantor in accordance with Section 11.09 (unless such Guarantor would still be required to grant a Guarantee under Section 4.16(a)); (4) if the Issuer designates any Restricted Subsidiary that is a Guarantor to be delivered an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (5) in the case of a Restricted Subsidiary that has voluntarily issued a Guarantee of the Notes, upon notice to the Trustee by the Issuer of the designation of such Guarantor as non-Guarantor Restricted Subsidiary if all transactions entered into by such Restricted Subsidiary while a Guarantor would be permitted under this Indenture at the time its Guarantee is released (and for such purpose all such transactions shall be deemed to have been entered into at the time of such release); (6) upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes pursuant to Section 7.1(A8.01, Section 8.03 and Section 8.04; and (7) are delivered in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. (or such later date as agreed to c) Upon receipt by the Administrative Trustee and the Security Agent of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided in writing in its sole discretion)this Indenture, an executed Supplement the Intercreditor Agreement and the Security Documents relating to become a Domestic Subsidiary the release of the Guarantee have been complied with, the Trustee and the Security Agent shall take all actions, reasonably requested by such Guarantor including the granting of releases or waivers under the Domestic Subsidiary Guaranty Intercreditor Agreement or any Additional Intercreditor Agreement, that may be necessary to effectuate any release of a Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Each of the form releases set forth in Section 4.16(b) above shall be effected by the Trustee and the Security Agent without the consent of Annex I-1 the Holders of the Notes or any other action or consent on the part of the Trustee or the Security Agent. For the avoidance of doubt, the foregoing provisions shall not permit the Security Agent to release or grant any waivers or otherwise take any action with respect to any guarantee given by the Domestic Subsidiary Guaranty Issuer or any Guarantor to any Secured Party other than the Trustee and the Holders (whereupon and any such Subsidiary release, waiver or action shall become a “Domestic Subsidiary Guarantor” under this be governed by the Debt Documents applicable to such Secured Parties, the Intercreditor Agreement and any Additional Intercreditor Agreement), (iii) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than sixty (60) days after becoming such a Significant Foreign Subsidiary (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (iv) each Foreign Subsidiary that becomes a Significant Foreign Subsidiary of a Foreign Subsidiary Borrower after the Closing Date other than in connection with a Permitted Acquisition (subject to there being no unreasonable adverse tax impact thereof) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event not later than the later of (x) the date that is sixty (60) days after becoming a Significant Foreign Subsidiary and (y) the date on which the first financial statements and compliance certificates after becoming a Significant Foreign Subsidiary are required to be delivered pursuant to Section 7.1(A) are delivered (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), an executed Supplement to become a Foreign Subsidiary Guarantor under the Foreign Subsidiary Guaranty in the form of Annex I-2 to the Foreign Subsidiary Guaranty (whereupon such Subsidiary shall become a “Foreign Subsidiary Guarantor” under this Agreement), and (b) deliver and cause each such Domestic Incorporated Subsidiary or Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Upon the Company’s written request of and certification to the Administrative Agent that (i) a Domestic Incorporated Subsidiary is no longer a Significant Domestic Incorporated Subsidiary or (ii) a Foreign Subsidiary is no longer a Significant Foreign Subsidiary, the Administrative Agent, as contemplated in the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty, as applicable, shall release such Domestic Incorporated Subsidiary or Foreign Subsidiary from its duties and obligations under the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable; provided, that if such Domestic Incorporated Subsidiary or Foreign Subsidiary subsequently qualifies as a Significant Domestic Incorporated Subsidiary or Significant Foreign Subsidiary, it shall be required to re-execute the Domestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, as applicable.