Common use of Subsidiary Guaranties Clause in Contracts

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretion.

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent The Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Closing Date (Administrative Agent the Subsidiary Guaranty as permitted required under the terms of this Agreement) shall also be subject Article IV above. For any Property added to the satisfaction pool of Unencumbered Properties after the following conditions date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions 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 creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): obligations under the Subsidiary Guaranty if (i) Borrowers shall provide written notice to Agent at least ten there is no Event of Default (10) days prior to the creation or acquisition event which, upon expiration of such Subsidiary, an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary shall being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to Agent, the Borrower a joinder written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and assumption agreement to this Agreement, in form the Lenders and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of L/C Issuer hereby authorize the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Administrative Agent to file appropriate UCC financing statements naming deliver such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionacknowledgement.

Subsidiary Guaranties. Each (a) Except as set forth in subpart (b) below, each Domestic Subsidiary created (other than the Insurance Subsidiary or the Receivables Subsidiary) created, acquired or held on or subsequent to the Closing Date Date, shall immediately become a party to the Guaranty of Payment and the Contribution Agreement and shall deliver such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent. (b) A Domestic Subsidiary (other than the Insurance Subsidiary or the Receivables Subsidiary) shall not be required to execute a Guaranty of Payment if (i) it is not a Material Subsidiary, and (ii) the aggregate amount of the total assets (based on the book value of such assets as permitted determined in accordance with GAAP) of all Domestic Subsidiaries (other than the Insurance Subsidiary or Receivables Subsidiary) that are not Guarantors of Payment is less than $10,000,000. If any Domestic Subsidiary (other than the Insurance Subsidiary or the Receivables Subsidiary) that was not a Material Subsidiary becomes a Material Subsidiary, then Borrower shall promptly cause such Domestic Subsidiary to become a party to the Guaranty of Payment and the Contribution Agreement and Borrower shall deliver such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent. If the aggregate amount of the total assets (based on the book value of such assets as determined in accordance with GAAP) of all Domestic Subsidiaries (other than the Insurance Subsidiary or Receivables Subsidiary) that are not Guarantors of Payment is equal to or greater than $10,000,000, then Borrower shall promptly after equaling or exceeding such $10,000,000 threshold, cause some or all, as appropriate, of such Domestic Subsidiaries to become a party to the Guaranty of Payment and the Contribution Agreement and Borrower shall deliver such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent such that the aggregate amount of the total assets (based on the book value of such assets as determined in accordance with GAAP) of all Domestic Subsidiaries (other than the Insurance Subsidiary or Receivables Subsidiary) that are not Guarantors of Payment is less than $10,000,000. (c) If a Guarantor of Payment is no longer required to be a Guarantor of Payment hereunder, then so long as no Default or Event of Default exists or immediately thereafter shall begin to exist and upon written request of Borrower, Agent shall promptly provide Borrower with a termination or release of such Guarantor of Payment’s obligations under the Guaranty of Payment. (d) If a Guarantor of Payment is sold or dissolved in accordance with the terms of this Agreement) shall also be subject to the satisfaction , then upon written request of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers Borrower, Agent shall provide written notice to Agent at least ten (10) days prior to the creation Borrower with a termination or acquisition release of such Subsidiary, (ii) Guarantor of Payment’s obligations under the Guaranty of Payment contemporaneously with such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers sale or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretiondissolution.

Subsidiary Guaranties. Each Domestic If the Subsidiaries (other than the Real Estate Subsidiaries, the Trademark Subsidiary, the Investment Subsidiary created and the Business Trust) have assets which in the aggregate have a book value equal to or acquired subsequent greater than twenty-five percent (25%) of an amount equal to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition book value of such Subsidiary, the Borrower's total consolidated assets and less (ii) such Subsidiary the book value of real estate owned by the Real Estate Subsidiaries, each determined on a consolidated basis as at the end of any fiscal quarter, the Borrower shall execute and cause all Subsidiaries other than the Real Estate Subsidiaries to deliver to the Agent, on behalf of the Lenders and the LC Issuer, within thirty (30) days after the end of any such fiscal quarter (i) an executed guaranty in substantially the form attached hereto as Exhibit D or a joinder agreement in substantially the form attached to such guaranty and assumption agreement (ii) an opinion of counsel to this Agreementsuch Subsidiaries that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of such Subsidiaries enforceable in form and substance satisfactory accordance with its terms (subject to Agent, customary exceptions). If any Subsidiary (other than a Real Estate Subsidiary) has assets which agreement shall make such Subsidiary in the aggregate have a Credit Party hereunder, including, without limitation, pursuant book value equal to Articles VI and XII hereunder, or greater than fifteen percent (iii15%) Borrowers or such other Person shall execute and deliver of an amount equal to Agent, for (i) the benefit book value of the LendersBorrower's total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on a Pledge Agreement with respect to all consolidated basis as at the end of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agentany fiscal quarter, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers Borrower shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names Agent, on behalf of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents Lenders and the execution LC Issuer, within thirty (30) days after the end of other Related Writings any such fiscal quarter (i) an executed guaranty substantially in the form attached hereto as Exhibit D or a joinder agreement substantially in the form attached to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, guaranty and (Cii) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, enforceable in accordance with its terms (ix) Borrowers shall deliver subject to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretioncustomary exceptions).

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent (a) The payment by the Company of all amounts due with respect to the Closing Date Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by all Subsidiaries of the Company who guarantee the Indebtedness outstanding under the Bank Credit Agreement and which are named on Schedule 2.2(a) (together with any additional Subsidiary who delivers a guaranty pursuant to Section 9.7, the “Subsidiary Guarantors”) pursuant to a guaranty agreement in a form satisfactory to the Company and the Purchasers (as permitted under the terms same may be amended, modified, extended or renewed, the “Subsidiary Guaranty”). (b) The holders of this Agreement) shall also be subject the Notes acknowledge and agree that such holders will discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty to which it is a party pursuant to the satisfaction written request of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): Company, provided that (i) Borrowers shall provide written notice to Agent at least ten (10) days prior such Subsidiary Guarantor has been or substantially concurrently will be released and discharged as a guarantor under and in respect of all Indebtedness of the Company under the Bank Credit Agreement and the Company so certifies to the creation or acquisition holders of the Notes in a certificate which accompanies such Subsidiary, request for release and discharge, which certificate shall also include information in reasonable detail to show compliance with Section 10.3, (ii) any such Subsidiary release and discharge shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for be expressly conditioned upon receipt by the benefit holders of the Lenders, Notes of a Pledge Agreement with respect written agreement executed by the Subsidiary Guarantor to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings be released pursuant to which such Subsidiary is Guarantor shall agree that if, for any reason whatsoever, it thereafter becomes a partyguarantor under and in respect of any Indebtedness of the Company due and owing under the Bank Credit Agreement, (B) then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the Formation Documents holders of the Notes accompanied by an executed Subsidiary Guaranty of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organizedGuarantor, and (Ciii) at the Governance Documents time of such Subsidiary,release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists. (viic) Borrowers shallThe Company agrees that it will not, upon reasonable request nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of Agentsupplemental or additional interest, deliver fee or otherwise, to Agent any creditor under the Bank Credit Agreement as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as a guarantor under or in respect of the Bank Credit Agreement, unless such consideration or remuneration is concurrently paid, on the same terms and in the Lenders, an opinion same amount (calculated as a percent of counsel for such Subsidiarythe aggregate outstanding loans, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (the case of the Series A Notes, or equivalent) for such Subsidiary issued by the Secretary of State Accreted Value, in the state(s) where such Subsidiary is organized case of the Series B Notes, as the case may be, under the Bank Credit Agreement or qualified as a foreign entity, (ix) Borrowers shall deliver Notes hereunder, respectively), ratably to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionholders of all of the Notes then outstanding.

Subsidiary Guaranties. Each Domestic The Lessee shall cause each Consolidated Subsidiary created of the Lessee acquired or acquired subsequent coming into existence after the Fifth Amendment Date which is a wholly-owned Subsidiary, directly or indirectly, of Lessee (excepting therefrom any having total assets of less than Ten Thousand Dollars ($10,000)), as soon as practicable after, but in any event within thirty (30) days after, its acquisition or creation, to execute a Subsidiary Guaranty, together with all other such documents which the Administrative Agent may reasonably request in connection therewith, including a secretary's certificate, confirming the existence of enabling authorization in respect of such Subsidiary Guarantor and signing officer incumbency, and an opinion of counsel, confirming that such Subsidiary Guaranty is a valid, binding and enforceable obligation of the Subsidiary party thereto, subject to customary assumptions, exceptions and limitations acceptable to Administrative Agent. There shall be excluded from the foregoing requirements any Consolidated Subsidiary of the Lessee which, as a result of planned transfers of Capital Stock to store managers, (A) will be a wholly-owned Subsidiary of the Lessee for a period of not more than ninety (90) days after its acquisition or creation or (B) becomes a wholly-owned Subsidiary as a result of the return to the Closing Date Lessee of, or the cancellation of, any Capital Stock by any store manager for a period of not more than ninety (as permitted under the terms of this Agreement90) shall also be subject to the satisfaction of the following conditions on days after such return or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): cancellation occurs; provided, however, that, (i) Borrowers such requirements shall provide written notice apply if such planned transfers are not made during such period such that such Subsidiary continues to Agent be a wholly-owned Subsidiary at least ten (10) days prior to the creation or acquisition expiration of such Subsidiary, grace period and (ii) all such Subsidiaries shall be treated at all times, for purposes of Section 5.19(g), as if such Subsidiaries were not wholly-owned Subsidiaries. Should any Subsidiary which is otherwise exempt from this Section 5.23 by reason of (i) such Subsidiary having total assets of less than Ten Thousand Dollars ($10,000) on the Fifth Amendment Date or (ii) such Subsidiary shall execute and deliver which, as a result of planned transfers of Capital Stock to Agentstore managers, will be a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such wholly owned Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the LendersLessee for a period of less than ninety (90) days after the Fifth Amendment Date, cease to qualify for such exemption, the requirements of this Section 5.23 shall likewise apply. In addition to the foregoing, the Lessee may, at its option, at any time, cause any other Subsidiary to execute a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to AgentSubsidiary Guaranty, together with all other such documents as the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) Administrative Agent may request in connection therewith, consistent with the foregoing provisions, after which such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such be a Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel Guarantor for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionall purposes hereof.

Subsidiary Guaranties. (a) Each Domestic Subsidiary created or acquired subsequent Guarantor has full limited liability company power and authority to execute and deliver its Subsidiary Guaranty and to consummate the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction transactions contemplated thereby. The execution, delivery and performance by such Subsidiary Guarantor of the following conditions Subsidiary Guaranty and the consummation by such Subsidiary Guarantor of the transactions contemplated thereby have been duly authorized by its board of directors (or similar governing body) and no other limited liability company or other power is necessary to authorize the execution and delivery by such Subsidiary Guarantor of its Subsidiary Guaranty or the consummation by it of the transactions contemplated thereby. No vote of, or consent by, the holders of any class or series of equity interests or voting debt issued by such Subsidiary Guarantor (which has not already been obtained on or prior to the date of its creation or acquisition or within five (5hereof) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice is necessary to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery by such Subsidiary Guarantor of its Subsidiary Guaranty or the consummation by such Subsidiary Guarantor of the Loan Documents transactions contemplated thereby. (b) Each Subsidiary Guaranty has been duly executed and delivered by the execution of other Related Writings to which Subsidiary Guarantor party thereto and, such Subsidiary is Guaranty constitutes a party, (B) the Formation Documents valid and binding obligation of such Subsidiary having been recently certified Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the Secretary of State availability of the jurisdiction under remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent any proceeding therefor may request, in its reasonable discretionbe brought.

Subsidiary Guaranties. Each Domestic Borrower shall cause each Material Subsidiary created or acquired subsequent to that does not provide a Guaranty hereunder on the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or provide a Guaranty hereunder and such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to documentation required by Administrative Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory acceptable to Agent, together with Administrative Agent within thirty (30) days after the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to date on which such Subsidiary qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or has provided a Guaranty hereunder (i) is sold or otherwise disposed of in a partytransaction permitted by Section 8.16 to a Person other than Borrower or one of Borrower’s Subsidiaries, or (Bii) ceases, at any time, to qualify as a Material Subsidiary, then, upon the Formation Documents request of Borrower, Administrative Agent shall, so long as no Default or Event of Default exists or would result therefrom, release such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver from its Guaranty pursuant to Agent and the Lenders, an opinion of counsel for such Subsidiary, a release in form and substance reasonably satisfactory acceptable to Agent, Administrative Agent and Borrower. Notwithstanding the foregoing, if, (viiia) Borrowers as of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is not a Material Subsidiary, the aggregate amount of assets (other than ownership interests in, and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries (other than Excluded Subsidiaries) that are not Material Subsidiaries exceeds five percent (5%) of Consolidated Tangible Net Worth, or (b) at any time any Subsidiary shall deliver to Agent execute a good standing certificate guaranty of any Senior Unsecured Homebuilding Debt (other than the Loans or equivalent) for any Subordinated Debt), then Borrower shall cause such Subsidiary issued by the Secretary of State in the state(s(whether or not it is a Material Subsidiary) where such Subsidiary is organized or qualified as to provide a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to Guaranty under this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionSection 8.9.

Subsidiary Guaranties. Each Domestic The Company shall cause each existing Subsidiary created identified on SCHEDULE 1.1(c) hereto (and any other Wholly Owned Subsidiaries), and each newly formed or acquired subsequent Subsidiary that is a Wholly Owned Subsidiary, to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction execute a Guaranty of the following conditions on or prior to Obligations in favor of the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the LendersBanks, a Pledge Agreement in substantially the form attached hereto as EXHIBIT "D", with respect such changes and modifications thereto as Agent shall in its discretion require. The Company shall cause (a) each of the existing Subsidiaries identified on SCHEDULE 1.1(c) hereto and any other Wholly Owned Subsidiaries to all of its issued and outstanding Capital Stock of execute such Subsidiary, and otherwise in form and substance reasonably satisfactory Guaranty prior to Agent, together or concurrently with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organizedClosing Date, and (Cb) the Governance Documents any new Subsidiaries that are Wholly Owned Subsidiaries to execute such a Guaranty promptly, and in any event within fifteen (15) days, of such Subsidiary, (vii) Borrowers shallnew Subsidiary being formed or acquired. Notwithstanding the foregoing, upon reasonable request Wholly Owned Subsidiaries with a net worth of Agentless than $7,000,000 that do not own any Assets which are Borrowing Base Assets need not execute such a Guaranty, deliver to Agent SO LONG AS the aggregate net worth of all such Wholly Owned Subsidiaries that have not executed and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver delivered to Agent such other documents as Agent may requesta Guaranty, in its reasonable discretiondoes not at any time exceed $25,000,000 (and, if at any time, the aggregate net worth of such Wholly Owned Subsidiaries which have not executed and delivered such a Guaranty exceeds $25,000,000 the Company shall promptly, upon request by Agent, cause a sufficient number of such Subsidiaries to execute and deliver such Guaranties, so that such $25,000,000 aggregate net worth figure is no longer exceeded).

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent Subject to the Closing Date (provisions set forth below, the Borrower shall cause each of its Subsidiaries that owns a Property that is included as permitted under an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the terms of financial covenants contained in this Agreement) shall also be subject Agreement to execute and deliver to the satisfaction Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the following conditions date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the Guarantors under Section 4.01. A Subsidiary shall be automatically released from its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): obligations under the Subsidiary Guaranty if (i) Borrowers shall provide written notice to Agent at least ten there is no Event of Default (10) days prior to the creation or acquisition event which, upon expiration of such Subsidiary, an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. In addition, each Subsidiary Guarantor may be released at the request of the Borrower (and the Property owned by it may continue to be an Unencumbered Property) once the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, provided that such Subsidiary Guarantor is also released from any other unsecured debt or guaranties of Indebtedness other than trade payables and other obligations incurred in the ordinary course of business, provided that the Property owned by it may no longer be considered an Unencumbered Property if such Subsidiary subsequently incurs unsecured debt or enters into a guaranty of Indebtedness of another Person (unless such Subsidiary executes a new Subsidiary Guaranty). In addition, at such time as the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, the Subsidiary owning an Unencumbered Property shall not be required to be a Subsidiary Guarantor in order for such Property to qualify as an Unencumbered Property so long as the Subsidiary owning such Unencumbered Property does not have any other outstanding unsecured debt (other than trade payables and other obligations incurred in the ordinary course of business) or guarantees of Indebtedness. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to Agent, the Borrower a joinder written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and assumption agreement to this Agreement, in form the Lenders and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of L/C Issuer hereby authorize the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Administrative Agent to file appropriate UCC financing statements naming deliver such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionacknowledgement.

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent (a) The payment by the Company of all amounts due with respect to the Closing Date Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by those Subsidiaries disclosed in Schedule 2.3 (together with any additional Subsidiary who delivers a guaranty pursuant to Section 9.8, the “Subsidiary Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.3 attached hereto and made a part hereof (as permitted under the terms same may be amended, modified, extended or renewed, the “Subsidiary Guaranty”). (b) The holders of this Agreement) shall also be subject the Notes acknowledge and agree that such holders will discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty to which it is a party pursuant to the satisfaction written request of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): Company, provided that (i) Borrowers shall provide written notice to Agent at least ten (10) days prior such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Indebtedness of the Company due and owing pursuant to the creation or acquisition of such Subsidiary, Bank Credit Agreement, (ii) any such Subsidiary release and discharge shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for be expressly conditioned upon receipt by the benefit holders of the Lenders, Notes of a Pledge Agreement with respect written agreement executed by the Subsidiary Guarantor to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings be released pursuant to which such Subsidiary is a partyGuarantor shall agree that if, (B) for any reason whatsoever, it thereafter becomes an obligor or guarantor under and in respect of any Indebtedness of the Formation Documents Company due and owing pursuant to the Bank Credit Agreement, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty of such Subsidiary having been recently certified by Guarantor in compliance with Section 9.8 and (iii) at the Secretary time of State such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) Notes to the Governance Documents effect that no Default or Event of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionDefault exists.

Subsidiary Guaranties. Each Domestic Borrower shall cause each Material Subsidiary created or acquired subsequent to that does not provide a Guaranty hereunder on the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or provide a Guaranty hereunder and such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to documentation required by Administrative Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory acceptable to Agent, together with Administrative Agent within thirty (30) days after the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to date on which such Subsidiary qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or has provided a Guaranty hereunder (i) is sold or otherwise disposed of in a partytransaction permitted by Section 8.16 of the Revolving Credit Agreement to a Person other than Borrower or one of Borrower’s Subsidiaries, or (Bii) ceases, at any time, to qualify as a Material Subsidiary, then, upon the Formation Documents request of Borrower, Administrative Agent shall, so long as no Default or Event of Default exists or would result therefrom, release such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver from its Guaranty pursuant to Agent and the Lenders, an opinion of counsel for such Subsidiary, a release in form and substance reasonably satisfactory acceptable to Agent, Administrative Agent and Borrower. Notwithstanding the foregoing, if, (viiia) Borrowers as of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is not a Material Subsidiary, the aggregate amount of assets (other than ownership interests in, and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries (other than Excluded Subsidiaries) that are not Material Subsidiaries exceeds five percent (5%) of Consolidated Tangible Net Worth, or (b) at any time after the Closing Date any Subsidiary shall deliver to Agent execute a good standing certificate guaranty of any Senior Unsecured Homebuilding Debt (other than the Term Loans or equivalent) for any Subordinated Debt), then Borrower shall cause such Subsidiary issued by the Secretary of State in the state(s(whether or not it is a Material Subsidiary) where such Subsidiary is organized or qualified as to provide a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to Guaranty under this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionSection 8.9.

Subsidiary Guaranties. Each (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by each of the Material Wholly-owned Domestic Subsidiaries listed on Schedule 2.2 (together with any additional Material Wholly-owned Domestic Subsidiary created or acquired subsequent which delivers a guaranty pursuant to Section 9.7, the “Subsidiary Guarantors”) pursuant to the Closing Date guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as permitted under the terms same may be amended, modified, extended or renewed, the “Subsidiary Guaranty”). (b) The holders of this Agreement) the Notes acknowledge and agree that any Subsidiary Guarantor shall also be subject automatically discharged and released from the Subsidiary Guaranty to which it is a party pursuant to the satisfaction written request of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): Company, provided that (i) Borrowers shall provide written notice to Agent such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Indebtedness of the Company at least ten (10) days prior any time due and owing pursuant to the creation or acquisition Bank Credit Agreement and the Company so certifies to the holders of the Notes in a certificate which accompanies such Subsidiary, request for release and discharge, (ii) any such Subsidiary release and discharge shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for be expressly conditioned upon receipt by the benefit holders of the Lenders, Notes of a Pledge Agreement with respect written agreement executed by the Subsidiary Guarantor to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings be released pursuant to which such Subsidiary is a partyGuarantor shall agree that if, (B) for any reason whatsoever, it thereafter becomes an obligor or guarantor under and in respect of any Indebtedness of the Formation Documents Company at any time due and owing pursuant to the Bank Credit Agreement, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty or Guaranty Supplement of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organizedGuarantor, and (Ciii) at the Governance Documents time of such Subsidiary,release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists. (viic) Borrowers shallThe Company agrees that it will not, upon reasonable request nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of Agentsupplemental or additional interest, deliver fee or otherwise, to Agent and any creditor of the Lenders, Company or of any Subsidiary Guarantor as consideration for or as an opinion inducement to the entering into by any such creditor of counsel for such Subsidiary, in form and substance reasonably satisfactory any release or discharge of any Subsidiary Guarantor with respect to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for any liability of such Subsidiary issued by Guarantor as an obligor or guarantor under or in respect of Indebtedness of the Secretary Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of State in all of the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionNotes then outstanding.

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC or PPSA, as applicable, financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, PPSA, federal and and, provincial, territorial, municipal or state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretion.

Subsidiary Guaranties. Each Domestic The Borrower shall cause each Consolidated Subsidiary created of the Borrower acquired or acquired subsequent to coming into existence after the Closing Date which is a wholly-owned Subsidiary, directly or indirectly, of Borrower (excepting therefrom any having total assets of less than Ten Thousand Dollars ($10,000)), as permitted under soon as practicable after, but in any event within thirty (30) days after, its acquisition or creation, to execute a Subsidiary Guaranty, together with all other such documents which the terms Administrative Agent may reasonably request in connection therewith, including a secretary's certificate, confirming the existence of this Agreement) shall also be enabling authorization in respect of such Subsidiary Guarantor and signing officer incumbency, and an opinion of counsel, confirming that such Subsidiary Guaranty is a valid, binding and enforceable obligation of the Subsidiary party thereto, subject to customary assumptions, exceptions and limitations acceptable to Administrative Agent. There shall be excluded from the satisfaction foregoing requirements any Consolidated Subsidiary of the following conditions on Borrower which, as a result of planned transfers of Capital Stock to store managers, (A) will be a wholly-owned Subsidiary of the Borrower for a period of not more than ninety (90) days after its acquisition or prior creation or (B) becomes a wholly-owned Subsidiary as a result of the return to the date Borrower of, or the cancellation of, any Capital Stock by any store manager for a period of its creation not more than ninety (90) days after such return or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): cancellation occurs; PROVIDED, HOWEVER, THAT, (i) Borrowers such requirements shall provide written notice apply if such planned transfers are not made during such period such that such Subsidiary continues to Agent be a wholly-owned Subsidiary at least ten (10) days prior to the creation or acquisition expiration of such Subsidiary, grace period and (ii) all such Subsidiaries shall be treated at all times, for purposes of Section 5.20(vii), as if such Subsidiaries were not wholly-owned Subsidiaries. The requirements of this Section 5.24 shall likewise apply to any Subsidiary as to which the Borrower is not required to deliver a Subsidiary Guaranty pursuant to one of the exceptions set forth in the parenthetical to Section 3.1.3(C) as and when such exception no longer applies. In addition to the foregoing, the Borrower may, at its option, at any time, cause any other Subsidiary to execute a Subsidiary Guaranty, together with all other such documents as the Administrative Agent may request in connection therewith, consistent with the foregoing provisions, after which such Subsidiary shall execute and deliver to Agent, be a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, Guarantor for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionpurposes hereof.

Subsidiary Guaranties. Each Domestic If the Subsidiaries (other than the Real Estate Subsidiaries, the Trademark Subsidiary, the Investment Subsidiary created and the Business Trust) have assets which in the aggregate have a book value equal to or acquired subsequent greater than twenty-five percent (25%) of an amount equal to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition book value of such Subsidiary, the Borrower’s total consolidated assets and less (ii) such Subsidiary the book value of real estate owned by the Real Estate Subsidiaries, each determined on a consolidated basis as at the end of any fiscal quarter, the Borrower shall execute and cause all Subsidiaries other than the Real Estate Subsidiaries to deliver to the Administrative Agent, a joinder on behalf of the Lenders and assumption agreement to this Agreementthe LC Issuer, in form and substance satisfactory to Agenton or before the date prescribed by Section 6.1(i) or (ii), which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agentas applicable, for the benefit delivery of financial statements for such fiscal quarter (i) an executed guaranty in substantially the form attached hereto as Exhibit D or a joinder agreement insubstantially the form attached to such guaranty and (ii) an opinion of counsel to such Subsidiaries that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of such Subsidiaries enforceable in accordance with its terms (subject to customary exceptions). If any Subsidiary (other than a Real Estate Subsidiary) has assets which in the aggregate have a book value equal to or greater than fifteen percent (15%) of an amount equal to (i) the book value of the LendersBorrower’s total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on a Pledge Agreement with respect to all consolidated basis as at the end of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agentany fiscal quarter, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers Borrower shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names Administrative Agent, on behalf of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents Lenders and the execution LC Issuer, within thirty (30) days after the end of other Related Writings any such fiscal quarter (i) an executed guaranty substantially in the form attached hereto as Exhibit D or a joinder agreement substantially in the form attached to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, guaranty and (Cii) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, enforceable in accordance with its terms (ix) Borrowers shall deliver subject to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretioncustomary exceptions).

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent to the Closing Date (as permitted under the terms of this Agreementa) The Borrower shall also be subject to the satisfaction cause each of the following conditions ("MINIMUM GUARANTY CONDITIONS") to be satisfied on or prior to the and as of each date of its creation or acquisition or within five determination with respect thereto (5each, a "TEST DATE"), as provided by PARAGRAPH (b) Business Days thereafter (or such other time frame as specified below):of this SECTION 5.11: 49 -44- (i) Borrowers shall provide written notice each Theatre Subsidiary of the Borrower that has contributed more than two percent (2%) of the Consolidated Adjusted EBITDA of the Borrower and its Subsidiaries for the Reference Period applicable to Agent at least ten such Test Date (10each, a "MATERIAL SUBSIDIARY") days prior to the creation or acquisition shall, on and as of such Subsidiary,Test Date, be a party to and bound by the Subsidiary Guaranty Agreement; and (ii) there shall also be party to and bound by the Subsidiary Guaranty Agreement on and as of such Test Date, in addition to each of the Material Subsidiaries, such other Subsidiaries of the Borrower that are not Material Subsidiaries as of such Test Date as shall have been identified and selected by the Borrower (each, a "NON-MATERIAL SUBSIDIARY") so that the Guarantor Subsidiaries party to and bound by the Subsidiary Guaranty Agreement on and as of such Test Date shall together have contributed more than eighty-five percent (85%) of the Consolidated Adjusted EBITDA of the Borrower and its Subsidiaries for the Reference Period applicable to such Test Date, all as determined for such Guarantor Subsidiaries and for such applicable Reference Period on a consolidated basis and in accordance with GAAP; (b) Compliance by the Borrower with the Minimum Guaranty Conditions shall be determined on or as of each Test Date set forth in the table below and by reference (in each case) to the Consolidated Adjusted EBITDA of each of the Borrower and its Subsidiaries, the Material Subsidiaries and Non-Material Subsidiaries for the Reference Period set forth below opposite such Test Date: 50 -45- APPLICABLE REFERENCE TEST DATE PERIOD --------- -------------------- The date of this Agreement The Reference Period ending October 31, 1998 The date of the Compliance Certificate The Reference Period ending on the delivered to the Administrative Agent last day of such Fiscal Year for any Fiscal Year ending after October 31, 1998 The date on which any Non-Material The most recently completed Subsidiary is to be released from the Reference Period for which Subsidiary Guaranty Agreement financial statements have been delivered to the Administrative Agent pursuant to SECTION 5.1(a) or 5.1(b) (c) The Borrower may at any time and from time to time request the Administrative Agent to release any Non-Material Subsidiary from the Subsidiary Guaranty Agreement and all of such Subsidiary's obligations thereunder by giving to the Administrative Agent a written notice identifying the Non-Material Subsidiary and the date by which the release is to be completed and stating that the Minimum Guaranty Conditions will continue to be satisfied after giving effect to such release. The Administrative Agent will, on the date requested by the Borrower, release the Non-Material Subsidiary from the Subsidiary Guaranty Agreement in accordance with the Borrower's request, PROVIDED that, on the date of such release and after giving effect thereto, (i) each of the Minimum Guaranty Conditions shall continue to be satisfied, and (ii) no Defaults shall be continuing. In connection with each such release, the Administrative Agent will execute and deliver to Agent, a joinder the Borrower such further instruments and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make take such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance further action as may reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified be requested by the Secretary of State of the jurisdiction under which Borrower to complete such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionrelease.

Subsidiary Guaranties. Each Domestic (a) If the Subsidiaries (other than the Real Estate Subsidiaries, Trademark Subsidiary created and the Business Trust) have assets which in the aggregate have a book value equal to or acquired subsequent greater than twenty- five percent (25%) of an amount equal to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition book value of such Subsidiary, the Borrower's total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on a consolidated basis as at the end of any fiscal quarter, the Borrower shall cause all Subsidiaries other than the Real Estate Subsidiaries to deliver to the Agent, on behalf of the Lenders, within 30 days after the end of any such fiscal quarter (i) an executed guaranty in substantially the form attached hereto as Exhibit "I" or a joinder agreement in substantially the form attached to such guaranty and (ii) an opinion of counsel to such Subsidiaries that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of such Subsidiaries enforceable in accordance with its terms (subject to customary exceptions). If any Subsidiary (other than a Real Estate Subsidiary, Trademark Subsidiary or the Business Trust) has assets which in the aggregate have a book value equal to or greater than fifteen percent (15%) of an amount equal to (i) the book value of the Borrower's total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on a consolidated basis as at the end of any fiscal quarter, the Borrower shall cause such Subsidiary shall to deliver to the Agent, on behalf of the Lenders, within 30 days after the end of any such fiscal quarter (i) an executed guaranty substantially in the form attached hereto as Exhibit I or a joinder agreement substantially in the form attached to such guaranty and (ii) an opinion of counsel to such Subsidiary that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of such Subsidiary enforceable in accordance with its terms (subject to customary exceptions). (b) The Business Trust shall, within thirty (30) days of its formation (i) execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to the Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all guarantee in the form of its issued Exhibit I hereto and outstanding Capital Stock of such Subsidiary, guarantee shall be valid and otherwise binding upon the Business Trust and shall be in form full force and substance reasonably satisfactory to Agent, together with the original stock certificates effect and (or equivalentii) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying for the names benefit of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, Lenders an opinion of counsel for such Subsidiaryto the Business Trust that the guaranty has been duly executed and delivered and is the legal, valid and binding obligation of the Business Trust enforceable in form and substance reasonably satisfactory accordance with its terms (subject to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretioncustomary exceptions).

Subsidiary Guaranties. Each Domestic As to each Subsidiary created which on or acquired subsequent before the date hereof had delivered a Guaranty pursuant to or is a borrower under any Material Credit Facility, the Closing Date Company will cause each such Subsidiary to, on the date hereof, (as permitted under the terms of this Agreementa) shall also be subject to the satisfaction of enter into a Subsidiary Guaranty and (b) deliver the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below):each Purchaser: (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition an executed counterpart of such Subsidiary,Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary shall execute containing representations and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make warranties on behalf of such Subsidiary a Credit Party hereunderto the same effect, includingmutatis mutandis, without limitationas those contained in Sections 5.1, pursuant 5.2, 5.6, 5.7 and 5.[_] of this Agreement (but with respect to Articles VI such Subsidiary and XII hereunder,such Subsidiary Guaranty rather than the Company); (iii) Borrowers or all such other Person shall execute documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) good standing of such Subsidiary authorized to sign and the Loan Documents, together with due authorization by all requisite action on the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) part of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents such Subsidiary Guaranty and the execution of other Related Writings to which performance by such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary,its obligations thereunder; and (viiiv) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver the Purchasers covering such matters relating to Agent a good standing certificate (or equivalent) for such Subsidiary issued by and such Subsidiary Guaranty as the Secretary Purchasers may reasonably request.” 9 Form Note: Depending on the nature of State any financial covenants that appear in Section 10, additional representations as to changes in the state(s) where financial condition of the issuer since the date of its most recent audited financial statements may be appropriate. For example, if the financial covenants include a dividend limitation or an investment restriction, a representation as to dividends declared or paid or restricted investments made since the date of such Subsidiary financial statements might be appropriate. 10 Form Note: Normally insert the date of the last audited financial statements. 11 Form Note: If projections are included in the disclosure material, the parties may wish to provide that no representation is organized or qualified made as to the projections other than that the projections are based on information that the Company believes to be accurate and were calculated in a foreign entity, (ix) Borrowers shall deliver manner the Company believes to Agent a revised Schedule 7.1 be reasonable. 12 Form Note: Exceptions, if any, to this Agreement reflecting representation and warranty should be disclosed, if known at the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may requesttime, in its reasonable discretiona “Schedule 5.8” delivered prior to circle date.

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, (i) a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent)) and (iii) such other security documents as may be required by Agent, (iv) such Subsidiary shall authorize Agent to file appropriate UCC or PPSA, as applicable, financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and PPSA, federal, provincial, territorial, municipal or state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State (if applicable) of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretion.

Subsidiary Guaranties. Each (a) Except as set forth in subpart (b) below, each Domestic Subsidiary created (other than the Insurance Subsidiary or the Receivables Subsidiary) created, acquired or held on or subsequent to the Closing Date Date, shall immediately become a party to the Guaranty of Payment and shall deliver such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent. (b) A Domestic Subsidiary (other than the Insurance Subsidiary or the Receivables Subsidiary) shall not be required to execute a Guaranty of Payment if it is not a Material Subsidiary. If any Domestic Subsidiary (other than the Insurance Subsidiary or the Receivables Subsidiary) that was not a Material Subsidiary becomes a Material Subsidiary, then Borrower shall promptly cause such Domestic Subsidiary to become a party to the Guaranty of Payment and Borrower shall deliver such corporate governance and authorization documents and an opinion of counsel as permitted may be deemed necessary or advisable by Agent. (c) If a Guarantor of Payment is no longer required to be a Guarantor of Payment hereunder, then so long as no Default or Event of Default exists or immediately thereafter shall begin to exist and upon written request of Borrower, Agent shall promptly provide Borrower with a termination or release of such Guarantor of Payment's obligations under the Guaranty of Payment. (d) If a Guarantor of Payment is sold or dissolved in accordance with the terms of this Agreement) shall also be subject to the satisfaction , then upon written request of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers Borrower, Agent shall provide written notice to Agent at least ten (10) days prior to the creation Borrower with a termination or acquisition release of such Subsidiary, (ii) Guarantor of Payment's obligations under the Guaranty of Payment contemporaneously with such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers sale or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretiondissolution.

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent Subject to the Closing Date (as permitted under provisions set forth below, the terms of this Agreement) Borrower shall also be subject to the satisfaction of the following conditions on or prior to the date cause each of its creation Subsidiaries that (a) is a Subsidiary Owner, (b) incurs, Guarantees, or acquisition otherwise becomes obligated in respect of any Recourse Indebtedness, or within five (5c) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice owns any Equity Interests issued by a Subsidiary Owner, in each case, to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit Administrative Agent each of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise following in form and substance reasonably satisfactory to the Administrative Agent, together with : (i) a joinder to the original stock certificates Subsidiary Guaranty executed by such Subsidiary (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiaryif the Guaranty is not then in existence, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to a Guaranty executed by such Subsidiary), satisfactory to Agent, (viii) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which if such Subsidiary is a partySubsidiary Owner or an Assignor, a Joinder Agreement (Bas defined in the Collateral Assignment Agreement) to the Formation Documents of Collateral Assignment Agreement executed by such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organizedSubsidiary, and (Ciii) the Governance Documents items that would have been delivered under Sections 4.01(d), (e), (l), and (p) solely if such Subsidiary should have been required to be a Guarantor on the Agreement Date. If Borrower designates a Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Property, then the member of the Consolidated Group that is master leasing such Subsidiary, (vii) Borrowers shallProperty shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending. For Unencumbered Properties owned by an Exchange Fee Titleholder, upon reasonable request completion or termination of Agentthe reverse exchange, deliver if Borrower desires the applicable Property to Agent remain an Unencumbered Property, Borrower, or a Subsidiary of Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and at such time the entity that was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower, or if fee title is acquired, the Subsidiary acquiring fee title will execute a joinder to the Subsidiary Guaranty and become a Subsidiary Guarantor, and the Lenders, an opinion of counsel for entity that had previously been master leasing such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers Property shall deliver to Agent a good standing certificate (or equivalent) for such be automatically released from the Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionGuaranty.

Subsidiary Guaranties. Each Domestic Borrower shall cause each Material Subsidiary created or acquired subsequent to that does not provide a Guaranty hereunder on the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or provide a Guaranty hereunder and such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to documentation required by Administrative Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory acceptable to Agent, together with the original stock certificates Administrative Agent within thirty (30) days (or equivalentsuch longer period as may be determined by Administrative Agent in its sole discretion) and appropriate stock powers (or equivalent), (iv) after the date on which such Subsidiary shall authorize qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or has provided a Guaranty hereunder (i) is sold or otherwise disposed of to a Person other than Borrower or one of Borrower’s Subsidiaries, or (ii) ceases, at any time, to qualify as a Material Subsidiary, then, upon the request of Borrower, Administrative Agent to file appropriate UCC financing statements naming shall, so long as no Default or Event of Default exists or would result therefrom, release such Subsidiary from its Guaranty pursuant to a release in form and substance reasonably acceptable to Administrative Agent and Borrower. Notwithstanding the foregoing, if, (a) as debtor, (v) with respect to of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is neither a Material Subsidiary nor an acquired Excluded Subsidiary, Borrowers shall deliver to Agentthe aggregate amount of assets (other than ownership interests in, the results and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries that are not Material Subsidiaries, Excluded Subsidiaries or Guarantors, exceeds five percent (5%) of UCCConsolidated Tangible Net Worth, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers then Borrower shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying provide a Guaranty under this Section 8.9, or (b) at any time any Subsidiary (other than any Excluded Subsidiary) shall execute a guaranty of any Senior Unsecured Homebuilding Debt (other than the names of the officers (or Loans and other authorized Persons) of such Subsidiary authorized to sign obligations under the Loan Documents, together with the true signatures of such officers (or Term A Loans and other authorized Persons) obligations under the Term A Loan Documents, the Term B Loans and certified copies of (A) other obligations under the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Term B Loan Documents and the execution of other Related Writings to which any Subordinated Debt), then Borrower shall cause such Subsidiary (whether or not it is a party, (BMaterial Subsidiary) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction to provide a Guaranty under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionSection 8.9.

Subsidiary Guaranties. Each Domestic Borrower shall cause each Material Subsidiary created or acquired subsequent to that does not provide a Guaranty hereunder on the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or provide a Guaranty hereunder and such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to documentation required by Administrative Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory acceptable to Agent, together with the original stock certificates Administrative Agent within thirty (30) days (or equivalentsuch longer period as may be determined by Administrative Agent in its sole discretion) and appropriate stock powers (or equivalent), (iv) after the date on which such Subsidiary shall authorize qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or has provided a Guaranty hereunder (i) is sold or otherwise disposed of to a Person other than Borrower or one of Borrower’s Subsidiaries, or (ii) ceases, at any time, to qualify as a Material Subsidiary, then, upon the request of Borrower, Administrative Agent to file appropriate UCC financing statements naming shall, so long as no Default or Event of Default exists or would result therefrom, release such Subsidiary from its Guaranty pursuant to a release in form and substance reasonably acceptable to Administrative Agent and Borrower. Notwithstanding the foregoing, if, (a) as debtor, (v) with respect to of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is neither a Material Subsidiary nor an acquired Excluded Subsidiary, Borrowers shall deliver to Agentthe aggregate amount of assets (other than ownership interests in, the results and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries that are not Material Subsidiaries, Excluded Subsidiaries or Guarantors, exceeds five percent (5%) of UCCConsolidated Tangible Net Worth, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers then Borrower shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying provide a Guaranty under this Section 8.9, or (b) at any time any Subsidiary (other than any Excluded Subsidiary) shall execute a guaranty of any Senior Unsecured Homebuilding Debt (other than the names of the officers (or Term Loans and other authorized Persons) of such Subsidiary authorized to sign obligations under the Loan Documents, together with the true signatures of such officers (or Revolver Loans and other authorized Persons) obligations under the Revolver Loan Documents, the Term B Loans and certified copies of (A) other obligations under the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Term B Loan Documents and the execution of other Related Writings to which any Subordinated Debt), then Borrower shall cause such Subsidiary (whether or not it is a party, (BMaterial Subsidiary) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction to provide a Guaranty under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionSection 8.9.

Subsidiary Guaranties. Each Domestic Subsidiary created and any other Subsidiary that shall be organized under the laws of Canada or a Province of Canada created, acquired or held subsequent to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or Date, shall, within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) after such Subsidiary shall is created or acquired, execute and deliver to AgentAgent a Guaranty of Payment of all of the Applicable Debt, a joinder and assumption such agreement to this Agreement, be in form and substance satisfactory acceptable to AgentAgent and the Required Lenders, which agreement along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Lenders; provided, however, that: (a) a Subsidiary shall make not be required to execute such Guaranty of Payment so long as (i) the total assets of such Subsidiary shall be less than Ten Million Dollars ($10,000,000), and (ii) the aggregate of the total assets of all such Subsidiaries with total asset values of less than Ten Million Dollars ($10,000,000) and which have not executed a Credit Party hereunderGuaranty of Payment does not exceed the aggregate amount of Twenty Million Dollars ($20,000,000). In the event that the total assets of any Subsidiary that shall not be a Guarantor of Payment shall be at any time equal to or greater than Ten Million Dollars ($10,000,000) (or the foregoing Twenty Million Dollars ($20,000,000) shall be exceeded), including, without limitation, pursuant to Articles VI Borrowers shall provide Agent and XII hereunder,the Lenders with prompt written notice of such asset value; (iiib) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all a Subsidiary required to execute a Guaranty of its issued and outstanding Capital Stock Payment pursuant to this Section 5.19, if (i) the total assets of such SubsidiarySubsidiary shall be less than Fifteen Million Dollars ($15,000,000), and otherwise (ii) the aggregate of the total assets of all such Subsidiaries shall be less than Thirty Million Dollars ($30,000,000), then such Subsidiary may delay the delivery to Agent of such Guaranty of Payment and ancillary documentation until the first quarterly financial reporting date of US Borrower with respect to the quarterly period in which such Subsidiary was created, acquired or experienced an increase in amount of assets; (c) a Foreign Subsidiary (other than a Subsidiary organized under the laws of Canada or a Province of Canada) shall not be required to execute such Guaranty of Payment; (d) a Foreign Subsidiary organized under the laws of Canada or a Province of Canada is not required to execute a Guaranty of Payment so long as the total assets of all such Foreign Subsidiaries not executing a Guaranty of Payment, and not becoming a Canadian Borrower pursuant to the following subsection (e) hereof, does not aggregate in excess of ten percent (10%) of Consolidated Total Assets; (e) a Foreign Subsidiary organized under the laws of Canada or a Province of Canada that is required to execute a Guaranty of Payment pursuant to this Section 5.19 may, at Borrowers' option, in lieu of executing a Guaranty of Payment, be joined as a Canadian Borrower pursuant to documentation in form and substance reasonably satisfactory acceptable to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiaryits sole discretion; and (xf) Each Credit Partynotwithstanding anything in this Section 5.19 to the contrary, including such (i) any Company that is a Guarantor of the obligations under any Material Indebtedness Agreement of any Borrower, and (ii) subject to Sections 5.19(a) and (b) hereof, any Domestic Subsidiary that is the parent of a Foreign Subsidiary, shall deliver also be required to Agent such other documents as Agent may requestexecute a Guaranty of Payment pursuant to this Section 5.19, unless otherwise agreed to in its reasonable discretionwriting by Agent.

Subsidiary Guaranties. Each Domestic No later than 60 days following the Fourth Amendment Effective Date, each Subsidiary created or acquired subsequent to the Closing Date of Holdings (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): excluding (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, LaSalle Re Holdings, (ii) such the Borrower, (iii) the Account Party or (iv) any Subsidiary shall of Holdings where the Administrative Agent determines, based on advice of local counsel, that (x) it would be preferable for the respective Subsidiary Guarantor not to execute and deliver the U.S. Subsidiaries Guaranty, but only to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates Foreign Subsidiaries Guaranty as contemplated below or (or equivalent) and appropriate stock powers (or equivalent), (ivy) such Subsidiary is prohibited from executing a Subsidiary Guaranty by applicable Legal Requirements, any Governmental Authority or the legal instruments governing the currently outstanding Indebtedness of Holdings or one or more of its Subsidiaries) shall authorize Agent have duly authorized, executed and delivered the Subsidiary Guaranty in the form of Exhibit F to file appropriate UCC financing statements naming such the Credit Agreement (as modified, amended or supplemented from time to time, the "U.S. Subsidiary as debtor, (vGuaranty") with and the U.S. Subsidiary Guaranty shall be in full force and effect. With respect to an acquired Subsidiaryany Subsidiary Guarantor which is a Foreign Subsidiary of Holdings, Borrowers shall deliver to Agent, if the results Administrative Agent determines (based on advice of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vilocal counsel) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying that it would be in the names interests of the officers Banks that (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (Ax) the resolutions of respective Subsidiary Guarantor execute both the board of directors (or equivalent governing body) of such U.S. Subsidiary evidencing approval of the execution Guaranty and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified guaranty governed by the Secretary of State law of the jurisdiction under in which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such respective Foreign Subsidiary is organized or qualified as (y) the respective Subsidiary Guarantor execute only a foreign entity, (ix) Borrowers guaranty governed by the laws of the jurisdiction in which the respective Foreign Subsidiary is organized, then the respective Subsidiary Guarantor shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting take the information required thereon for such Subsidiary; and actions contemplated by clause (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretion.)

Subsidiary Guaranties. Each Domestic The Initial Guarantors will provide Subsidiary created Guaranties on the Issue Date. In the event that, after the Issue Date, Iridium acquires or acquired subsequent to creates a Subsidiary other than a Foreign Subsidiary, Iridium will cause such Subsidiary (unless such Subsidiary is an Unrestricted Subsidiary) to, jointly and severally, as primary obligors and not merely as sureties, irrevocably Guarantee on a senior unsecured basis the Closing Date (as permitted performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Note Issuers under the terms Indenture and the Series B Notes issued pursuant thereto. Iridium may cause any Foreign Subsidiary to execute and deliver a Subsidiary Guaranty in accordance with the provisions of this Agreementthe Indenture, in which case such Foreign Subsidiary will be a "Guarantor Subsidiary" for purposes of the Indenture. Each Subsidiary Guaranty will be limited in amount to an amount not to exceed the maximum amount that can be Guaranteed by the applicable Guarantor Subsidiary without rendering such Subsidiary Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. A Subsidiary Guaranty will be released upon (i) shall also be subject the sale of all of the Capital Stock, or all or substantially all of the assets, of the applicable Guarantor Subsidiary (in each case to an entity other than to Iridium or a Subsidiary of Iridium), (ii) the designation by Iridium of the applicable Guarantor Subsidiary as an Unrestricted Subsidiary, in each case in compliance with the Indenture, (iii) the reorganization of the applicable Guarantor Subsidiary as a Foreign Subsidiary, or (iv) upon satisfaction of the following conditions on requirements of Section 5.01(d) (merger) or prior to the date of its creation or acquisition or within five 8.01(b) (5defeasance) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionIndenture.

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to Lender hereby further authorizes Administrative Agent, a joinder on behalf of and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of Lenders and to be the agent for and representative of Lenders under the Senior Subordinated Subsidiary Guaranty, and each Lender agrees to be bound by the terms of the Senior Subordinated Subsidiary Guaranty; provided that Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in the Senior Subordinated Subsidiary Guaranty without the consent of the Requisite Lenders; provided further, however, that, without further written consent or authorization from Lenders, a Pledge Agreement with respect Administrative Agent may execute any documents or instruments necessary to release any Subsidiary Guarantor from the Senior Subordinated Subsidiary Guaranty if all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original capital stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized Guarantor is sold to sign the Loan Documents, together with the true signatures any Person (other than an Affiliate of such officers (Company) pursuant to a sale or other authorized Persons) and certified copies disposition permitted hereunder or to which Requisite Lenders have otherwise consented. Each Lender agrees to be bound by the subordination provisions of (A) the resolutions Section 3 of the board of directors (or equivalent governing body) of such Senior Subordinated Subsidiary evidencing approval of the execution and delivery Guaranty as they apply to it. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary each Lender hereby agree that no Lender shall have been organizedany right individually to enforce the Senior Subordinated Subsidiary Guaranty, it being understood and (C) agreed that all rights and remedies under the Governance Documents Senior Subordinated Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and Lenders in accordance with the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionterms thereof.

Subsidiary Guaranties. Each Domestic Subsidiary created and any other Subsidiary that shall be organized under the laws of Canada or a Province of Canada created, acquired or held subsequent to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or Date, shall, within five (5) Business Days thereafter (or such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) after such Subsidiary shall is created or acquired, execute and deliver to AgentAgent a Guaranty of Payment of all of the Applicable Debt, a joinder and assumption such agreement to this Agreement, be in form and substance satisfactory acceptable to AgentAgent and the Required Lenders, which agreement along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Lenders; provided, however, that: (a) a Subsidiary shall make not be required to execute such Guaranty of Payment so long as (i) the total assets of such Subsidiary shall be less than Ten Million Dollars ($10,000,000), and (ii) the aggregate of the total assets of all such Subsidiaries with total asset values of less than Ten Million Dollars ($10,000,000) and which have not executed a Credit Party hereunderGuaranty of Payment does not exceed the aggregate amount of Twenty Million Dollars ($20,000,000). In the event that the total assets of any Subsidiary that shall not be a Guarantor of Payment shall be at any time equal to or greater than Ten Million Dollars ($10,000,000) (or the foregoing Twenty Million Dollars ($20,000,000) shall be exceeded), including, without limitation, pursuant to Articles VI Borrowers shall provide Agent and XII hereunder,the Lenders with prompt written notice of such asset value; (iiib) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all a Subsidiary required to execute a Guaranty of its issued and outstanding Capital Stock Payment pursuant to this Section 5.19, if (i) the total assets of such SubsidiarySubsidiary shall be less than Fifteen Million Dollars ($15,000,000), and otherwise (ii) the aggregate of the total assets of all such Subsidiaries shall be less than Thirty Million Dollars ($30,000,000), then such Subsidiary may delay the delivery to Agent of such Guaranty of Payment and ancillary documentation until the first quarterly financial reporting date of US Borrower with respect to the quarterly period in which such Subsidiary was created, acquired or experienced an increase in amount of assets; (c) a Foreign Subsidiary (other than a Subsidiary organized under the laws of Canada or a Province of Canada) shall not be required to execute such Guaranty of Payment; (d) a Foreign Subsidiary organized under the laws of Canada or a Province of Canada is not required to execute a Guaranty of Payment so long as the total assets of all such Foreign Subsidiaries not executing a Guaranty of Payment, and not becoming a Canadian Borrower pursuant to the following subsection (e) hereof, does not aggregate in excess of ten percent (10%) of Consolidated Total Assets; (e) a Foreign Subsidiary organized under the laws of Canada or a Province of Canada that is required to execute a Guaranty of Payment pursuant to this Section 5.19 may, at Borrowers’ option, in lieu of executing a Guaranty of Payment, be joined as a Canadian Borrower pursuant to documentation in form and substance reasonably satisfactory acceptable to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiaryits sole discretion; and (xf) Each Credit Partynotwithstanding anything in this Section 5.19 to the contrary, including such (i) any Company that is a Guarantor of the obligations under any Material Indebtedness Agreement of any Borrower, and (ii) subject to Sections 5.19(a) and (b) hereof, any Domestic Subsidiary that is the parent of a Foreign Subsidiary, shall deliver also be required to Agent such other documents as Agent may requestexecute a Guaranty of Payment pursuant to this Section 5.19, unless otherwise agreed to in its reasonable discretionwriting by Agent.

Subsidiary Guaranties. Each Domestic Subsidiary created or acquired subsequent Subject to the Closing Date (provisions set forth below, the Borrower shall cause each of its Subsidiaries that owns a Property that is included as permitted under an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the terms of financial covenants contained in this Agreement) shall also be subject Agreement to execute and deliver to the satisfaction Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the following conditions date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions 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 creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below): obligations under the Subsidiary Guaranty if (i) Borrowers shall provide written notice to Agent at least ten there is no Event of Default (10) days prior to the creation or acquisition event which, upon expiration of such Subsidiary, an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. In addition, each Subsidiary Guarantor may be released at the request of the Borrower (and the Property owned by it may continue to be an Unencumbered Property) once the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, provided that such Subsidiary Guarantor is also released from any other unsecured debt or guaranties of Indebtedness other than trade payables and other obligations incurred in the ordinary course of business, provided that the Property owned by it may no longer be considered an Unencumbered Property if such Subsidiary subsequently incurs unsecured debt or enters into a guaranty of Indebtedness of another Person (unless such Subsidiary executes a new Subsidiary Guaranty). In addition, at such time as the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, the Subsidiary owning an Unencumbered Property shall not be required to be a Subsidiary Guarantor in order for such Property to qualify as an Unencumbered Property so long as the Subsidiary owning such Unencumbered Property does not have any other outstanding unsecured debt (other than trade payables and other obligations incurred in the ordinary course of business) or guarantees of Indebtedness. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to Agent, the Borrower a joinder written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and assumption agreement to this Agreement, in form the Lenders and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of L/C Issuer hereby authorize the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Administrative Agent to file appropriate UCC financing statements naming deliver such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver to Agent a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionacknowledgement.

Subsidiary Guaranties. Each Domestic As to each Subsidiary created which on or acquired subsequent before the date hereof had delivered a Guaranty pursuant to or is a borrower under any Material Credit Facility, the Closing Date Company will cause each such Subsidiary to, on the date hereof, (as permitted under the terms of this Agreementa) shall also be subject to the satisfaction of enter into a Subsidiary Guaranty and (b) deliver the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or such other time frame as specified below):each Purchaser: (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition an executed counterpart of such Subsidiary,Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary shall execute containing representations and deliver to Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make warranties on behalf of such Subsidiary a Credit Party hereunderto the same effect, includingmutatis mutandis, without limitationas those contained in Sections 5.1, pursuant 5.2, 5.6, 5.7 and 5.[_] of this Agreement (but with respect to Articles VI such Subsidiary and XII hereunder,such Subsidiary Guaranty rather than the Company); (iii) Borrowers or all such other Person shall execute documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory to Agent, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) good standing of such Subsidiary authorized to sign and the Loan Documents, together with due authorization by all requisite action on the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) part of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents such Subsidiary Guaranty and the execution of other Related Writings to which performance by such Subsidiary is a party, (B) the Formation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary,its obligations thereunder; and (viiiv) Borrowers shall, upon reasonable request of Agent, deliver to Agent and the Lenders, an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Agent, (viii) Borrowers shall deliver the Purchasers covering such matters relating to Agent a good standing certificate (or equivalent) for such Subsidiary issued by and such Subsidiary Guaranty as the Secretary Purchasers may reasonably request.” 7 Form Note: Depending on the nature of State any financial covenants that appear in Section 10, additional representations as to changes in the state(s) where financial condition of the issuer since the date of its most recent audited financial statements may be appropriate. For example, if the financial covenants include a dividend limitation or an investment restriction, a representation as to dividends declared or paid or restricted investments made since the date of such Subsidiary financial statements might be appropriate. 8 Form Note: Normally insert the date of the last audited financial statements. 9 Form Note: If projections are included in the disclosure material, the parties may wish to provide that no representation is organized or qualified made as to the projections other than that the projections are based on information that the Company believes to be accurate and were calculated in a foreign entity, (ix) Borrowers shall deliver manner the Company believes to Agent a revised Schedule 7.1 be reasonable. 10 Form Note: Exceptions, if any, to this Agreement reflecting representation and warranty should be disclosed, if known at the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may requesttime, in its reasonable discretiona “Schedule 5.8” delivered prior to circle date.

Subsidiary Guaranties. Each Domestic Borrower shall cause each Material Subsidiary created or acquired subsequent to that does not provide a Guaranty hereunder on the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition or within five (5) Business Days thereafter (or provide a Guaranty hereunder and such other time frame as specified below): (i) Borrowers shall provide written notice to Agent at least ten (10) days prior to the creation or acquisition of such Subsidiary, (ii) such Subsidiary shall execute and deliver to documentation required by Administrative Agent, a joinder and assumption agreement to this Agreement, in form and substance satisfactory to Agent, which agreement shall make such Subsidiary a Credit Party hereunder, including, without limitation, pursuant to Articles VI and XII hereunder, (iii) Borrowers or such other Person shall execute and deliver to Agent, for the benefit of the Lenders, a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, and otherwise in form and substance reasonably satisfactory acceptable to Agent, together with Administrative Agent within thirty (30) days after the original stock certificates (or equivalent) and appropriate stock powers (or equivalent), (iv) such Subsidiary shall authorize Agent to file appropriate UCC financing statements naming such Subsidiary as debtor, (v) with respect to an acquired Subsidiary, Borrowers shall deliver to Agent, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, satisfactory to Agent, (vi) Borrowers shall cause such Subsidiary to deliver to Agent an officer’s certificate certifying the names of the officers (or other authorized Persons) of such Subsidiary authorized to sign the Loan Documents, together with the true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to date on which such Subsidiary qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or has provided a Guaranty hereunder (i) is sold or otherwise disposed of in a partytransaction permitted by Section 8.16 to a Person other than Borrower or one of Borrower’s Subsidiaries, or (Bii) ceases, at any time, to qualify as a Material Subsidiary, then, upon the Formation Documents request of Borrower, Administrative Agent shall, so long as no Default or Event of Default exists or would result therefrom, release such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such Domestic Subsidiary shall have been organized, and (C) the Governance Documents of such Subsidiary, (vii) Borrowers shall, upon reasonable request of Agent, deliver from its Guaranty pursuant to Agent and the Lenders, an opinion of counsel for such Subsidiary, a release in form and substance reasonably satisfactory acceptable to Agent, Administrative Agent and Borrower. Notwithstanding the foregoing, if, (viiia) Borrowers as of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is not a Material Subsidiary, the aggregate amount of assets (other than ownership interests in, and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries (other than Excluded Subsidiaries) that are not Material Subsidiaries exceeds five percent (5%) of Consolidated Tangible Net Worth, or (b) at any time after the Closing Date any Subsidiary shall deliver to Agent execute a good standing certificate guaranty of any Senior Unsecured Homebuilding Debt (other than the Term Loans or equivalent) for any Subordinated Debt), then Borrower shall cause such Subsidiary issued by the Secretary of State in the state(s(whether or not it is a Material Subsidiary) where such Subsidiary is organized or qualified as to provide a foreign entity, (ix) Borrowers shall deliver to Agent a revised Schedule 7.1 to Guaranty under this Agreement reflecting the information required thereon for such Subsidiary; and (x) Each Credit Party, including such Subsidiary, shall deliver to Agent such other documents as Agent may request, in its reasonable discretionSection 8.9.