Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded AssetsAssets or, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1i) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof, (2ii) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (iii) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Original Effective Date (as set forth in the Existing Credit Agreement) or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as an “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a no longer constitute an “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon (as in effect on the Original Effective Date) on the Original Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary)”, as applicable, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. In the event that (1) any Obligor the Company shall form or cause to be formed or acquire any new Domestic Subsidiary (other than a Securitization Entity, an Excluded Asset or Unrestricted Subsidiary, an Immaterial Subsidiary) , a Foreign Subsidiary or (2) a Subsidiary that is not a Wholly Owned Subsidiary), including, without limitation, upon the formation of any Excluded Asset or Immaterial Subsidiary that is a Domestic Delaware Divided LLC, after the date hereof then, subject to clause (c) below, the Company will, and will cause each of its Restricted Subsidiaries to, cause such new Subsidiary shall no longer constitute an “Excluded Asset” within ten Business Days of such formation or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute acquisition: (i) to execute and deliver to the Administrative Agent a “Controlled Foreign Corporation”Joinder Agreement (and thereby to become a party to this Agreement, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” hereunder, and to the Pledge Agreement, as a “Securing Party” thereunder) and to pledge and grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Lenders, the Lenders, the Secured Cash Management Banks and the Secured Swap Providers a security interest in any property owned by it that is of the type included in the definition of “Collateral” under the Pledge Agreement (it being understood that in the case of (x) any equity interest in any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, such Obligors shall not be required to pledge to the Administrative Agent, for the benefit of the Lenders, more than 65% of the voting capital stock of such Subsidiary, but shall be required to pledge 100% of any other capital stock of such Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956(c)(2)) and (y) any equity interest in any Foreign Subsidiary which is not directly owned by the Company or any Subsidiary Guarantor, no portion of the equity interests of such Foreign Subsidiary shall be required to be pledged); provided that, any equity interest in any Subsidiary shall not be required to be pledged to the extent the pledge of such equity interest would result in material adverse tax consequences to the Company or any of its Subsidiaries, as jointly determined by the Company and the Administrative Agent; (ii) to take such action (including delivering such shares of stock and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens consistent with the provisions of the Pledge Agreement on such Collateral under the Pledge Agreement; and, thereby, an “Obligor” (iii) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) officers and other documents as is consistent with those delivered by the Borrower each Subsidiary Guarantor pursuant to Section 4.01 5.01 upon the Restatement Effective Date or as the Administrative Agent shall have reasonably requested. For Without limiting the avoidance generality of doubtand notwithstanding the foregoing, prior to or concurrently with any Subsidiary becoming a guarantor in respect of any Senior Subordinated Notes, Senior Notes, New Senior Subordinated Notes or New Senior Notes (or in respect of any Permitted First Lien Notes or Refunding Indebtedness), the Borrower may elect to Company shall cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person Subsidiary to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by hereunder in compliance with the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws provisions of the country in which preceding paragraph, whether or not such Subsidiary is located, in form and substance reasonably acceptable otherwise required to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)hereunder.

Subsidiary Guarantors. In the event that (1a) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant Subject to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes requirements of this Section 5.08 as of such date), the Borrower will causeApplicable Law, within thirty (30) days 5 Business Days after the end of any calendar quarter during which any Person becomes a Material Subsidiary after the Agreement Date (or such longer period as may be acceptable to the Administrative Agent), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement in the form required pursuant to the Subsidiary Guaranty executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii) of Section 6.1(a) and under Section 6.1(c) if such Subsidiary had been a Material Subsidiary on the Agreement Date. Upon execution and delivery thereof, each such Person shall automatically become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. (b) The Borrower may request, by providing not less than five (5) days’ prior written notice (or such shorter period as may be reasonably agreed by acceptable to the Administrative Agent) following (with such Person becoming notice to be accompanied by the certificate described in clause (vi) below and any other documentation reasonably necessary to permit the Administrative Agent to determine if the conditions in clauses (i) through (v) below have been satisfied) to the Administrative Agent, to release a new Domestic Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor ceases to be a Material Subsidiary or becomes an Excluded Subsidiary, such new Domestic Subsidiary to become a which release (the “Subsidiary Guarantor” (and, thereby, an “ObligorGuarantor Release”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed shall be effected by the Administrative AgentAgent if the Administrative Agent determines all of the following conditions are satisfied as of the date of such Guarantor Release: (i) Such Subsidiary Guarantor owns no Borrowing Base Property, nor any direct or indirect equity interest in any Subsidiary that owns a Borrowing Base Property; (ii) Such Subsidiary Guarantor is not otherwise required to be a party to the Subsidiary Guaranty under Section 4.2(a) above; (iii) No Default or Event of Default exists or will exist immediately after giving effect to such Guarantor Release; (iv) Immediately prior to such Guarantor Release the Borrower is in compliance with the covenants set forth in this Agreement (including the provisions of Section 10.1); (v) the representations and other documents as is consistent with those delivered warranties made or deemed made by the Borrower pursuant and each other Loan Party in the Loan Documents to Section 4.01 upon which any of them is a party, shall be true and correct on and as of the Effective Date or date of such Guarantor Release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (vi) The Borrower shall have delivered to the Administrative Agent a certificate demonstrating on a pro forma basis as of the date of the most recently delivered Compliance Certificate, and the Administrative Agent shall have reasonably requested. For the avoidance of doubtdetermined to its satisfaction, that upon such Guarantor Release the Borrower may elect to cause any shall be in compliance with the provisions of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested Section 10.1. Delivery by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable Borrower to the Administrative Agent and of any such request shall constitute a representation by the Collateral Agent, it being understood Borrower that a guarantee and security agreement that is substantially the matters set forth in the form preceding sentence (both as of the Guarantee date of the giving of such request and Security Agreement, other than as of the date of the effectiveness of such request) are true and correct with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)request.

Subsidiary Guarantors. In the event that (1a) If any Obligor shall form or acquire Subsidiary incurs any new Domestic Subsidiary Recourse Indebtedness (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”including, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any Guarantee in respect of its Excluded Assetsany indenture providing for Recourse Indebtedness), Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person (i) said Subsidiary shall be required, as described in Section 6.12(b) below, to become a Subsidiary Guarantor and (ii) any Property owned by such Subsidiary shall cease to be included in the Eligible Unencumbered Property Pool while such Recourse Indebtedness is in effect. In no event shall a Sponsored REIT or an Excluded Subsidiary be required to become a Subsidiary Guarantor. No Person that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code shall become a Subsidiary Guarantor pursuant to this Section 6.12(a) unless all Lenders consent thereto in writing. Any Recourse Indebtedness incurred by a Subsidiary shall be subject to compliance with the Financial Covenants set forth in Section 7.11. (b) If any Subsidiary shall be required to become a Subsidiary Guarantor pursuant to Section 6.12(a), Borrower shall, within fifteen (15) Business Days of such Subsidiary incurring Recourse Indebtedness, (x) cause said Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially Subsidiary Guaranty in the form of Exhibit G attached hereto and (y) deliver to the Guarantee and Security Agreement, other than Administrative Agent documents with respect to modifications to reflect requirements under the laws such Subsidiary Guarantor of the country types referred to in which clauses (iii), (iv), (v) and (vii) of Section 4.01(a) (unless waived by Administrative Agent), all in form, content and scope similar to those provided with respect to the Borrower as of the Closing Date. (c) If (I) the equity interests in a Subsidiary Guarantor are disposed of in a transaction permitted under this Agreement, (II) a Subsidiary Guarantor disposes of substantially all of its assets such that such Subsidiary qualifies as an Immaterial Subsidiary, or (III) the Recourse Indebtedness causing a Subsidiary to become a Subsidiary Guarantor is satisfied in full or such Subsidiary is locateddischarged from or is no longer liable for its obligations with respect to such Recourse Indebtedness without having defaulted thereunder, will then such Subsidiary shall be deemed reasonably acceptable) and other deliverables released as required for a Subsidiary Guarantor hereunder in accordance with the following: (i) the Borrower shall deliver to the Administrative Agent, not less than ten (10) days prior to the requested release of such Subsidiary Guarantor hereunder, (A) evidence, reasonably satisfactory to Administrative Agent that (I) the equity interests in such Subsidiary Guarantor are disposed of in a transaction permitted under this Section 5.08(aAgreement, (II) such Subsidiary has disposed of (at which point or will substantially contemporaneously with delivery of such Person shall be evidence dispose of) substantially all of its assets and qualifies as an Immaterial Subsidiary or (III) the Recourse Indebtedness causing a Subsidiary to become a Subsidiary Guarantor and shall is satisfied in full, or such Subsidiary Guarantor is discharged from or is no longer be an Excluded Asset liable for its obligations with respect to such Recourse Indebtedness without having defaulted thereunder, and (B) a certificate of a Responsible Officer of the Borrower certifying that, to such Responsible Officer’s knowledge, immediately prior to such release and immediately following such release, no Default or an Immaterial Subsidiary)Event of Default exists or will exist under the Agreement or any of the other Loan Documents; and (ii) The Administrative Agent shall, upon written request therefor given by Borrower provide a written confirmation of the release of the applicable Person as a Subsidiary Guarantor, provided that Borrower has complied with Section 6.12(c)(i) above. (d) The Administrative Agent will provide notice to the Lenders of the addition or release of any Subsidiary Guarantor pursuant to this Section 6.12.

Subsidiary Guarantors. In the event that (1a) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the The Borrower will causecause any Subsidiary which becomes obligated for, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiaryguarantees, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (andIndebtedness in respect of any Other Borrower Debt Agreement, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent (concurrently with the incurrence of any such obligation) the following items: (i) a duly executed guaranty agreement (the “Subsidiary Guaranty”) in scope, form and substance satisfactory to the Administrative Agent; (ii) an amendment to this Agreement, duly executed by an authorized officer of the Borrower, that is satisfactory in scope, form and substance to the Required Lenders, incorporating customary events of default for the Subsidiary Guarantors and the Collateral Agent, it being understood that Subsidiary Guaranty; (iii) a guarantee and security agreement that is substantially in the form certificate signed by an authorized Responsible Officer of the Guarantee Borrower making representations and Security Agreementwarranties to the effect of those contained in Sections 4.3, other than 4.4 and 4.5, with respect to modifications such Subsidiary and the Subsidiary Guaranty, as applicable; and (iv) an opinion of counsel (who may be in-house counsel for the Borrower) addressed to reflect requirements under each Lender satisfactory to the Administrative Agent, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The Lenders agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the country in which Borrower, provided that (i) such Subsidiary is located, Guarantor has been released and discharged (or will be deemed reasonably acceptable) released and other deliverables as required for a discharged concurrently with the release of such Subsidiary Guarantor under this Section 5.08(athe Subsidiary Guaranty) as an obligor and guarantor under and in respect of each Other Borrower Debt Agreement and the Borrower so certifies to the Lenders in a certificate of a Responsible Officer, (ii) at which point the time of such Person release and discharge, the Borrower shall be deliver a Subsidiary Guarantor certificate of a Responsible Officer to the Lenders stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Indebtedness of the Borrower for the purpose of such release, the Lenders shall no longer be an Excluded Asset or an Immaterial Subsidiary)receive equivalent consideration.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), (2) any Excluded Asset or Immaterial SBIC Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such dateStructured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08) or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that and thereafter such Person shall no longer constitute a guarantee and security agreement that “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary contained herein, so long as (1) no Default exists, (2) the Borrowing Base is substantially in the form at least 115% of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under Covered Debt Amount at all times during the laws of the country period in which such Subsidiary no longer constitutes a “Structured Subsidiary”, (3) such Subsidiary no longer constitutes a “Structured Subsidiary” solely for failing to satisfy clause (d)(1) of the definition thereof and (4) the Borrower delivers to the Administrative Agent a certificate of a Financial Officer certifying as to each of the foregoing conditions, such Subsidiary may be redesignated a “Structured Subsidiary” to the extent that (x) at the time such Subsidiary fails to qualify as a “Structured Subsidiary”, such Subsidiary is locatedin good faith negotiating with an unaffiliated third party to provide such Subsidiary with third party financing and (y) within thirty (30) days of the date on which such Subsidiary fails to qualify as a “Structured Subsidiary”, such Subsidiary enters into definitive documentation relating to such third party financing; provided, further, that it is expressly agreed that if such third party financing is not obtained within such 30-day period, the Borrower shall immediately cause such Subsidiary to become a “Subsidiary Guarantor” in accordance with Section 5.08(a)(i) (and it will be deemed reasonably acceptablean Event of Default hereunder if such Subsidiary has not become a “Subsidiary Guarantor” in accordance with Section 5.08(a)(i) on such 30th day). (iii) The Borrower acknowledges that the Administrative Agent and other deliverables the Lenders have agreed to exclude each SBIC Subsidiary as required an Obligor only for a Subsidiary Guarantor under this Section 5.08(a) (at which point so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall be a Subsidiary Guarantor and shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Restatement Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary)”, as applicable, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof, (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as an “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a no longer constitute an “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, (x) promptly provide notice to the Administrative Agent together with an updated Schedule 3.12(a) and (y) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof, (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (or the defined terms therein) (including, for the avoidance of doubt, if a Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party), in which case such Person Subsidiary shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)5.08, the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a Subsidiary or such Excluded Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Excluded Subsidiary, such new Domestic Subsidiary as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For . (ii) Without limiting the avoidance of doubtforegoing, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as an “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a no longer constitute an “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) Without limiting the foregoing, the Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary)”, as applicable, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), (2) any Excluded Asset or Immaterial SBIC Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such dateStructured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08) or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC and each Transparent Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that thereafter such Person shall no longer constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, for any purpose of this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary contained herein, so long as (1) no Default exists, (2) the Borrowing Base is substantially in the form at least 115% of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under Covered Debt Amount at all times during the laws of the country period in which such Subsidiary no longer constitutes a “Structured Subsidiary”, (3) such Subsidiary no longer constitutes a “Structured Subsidiary” solely for failing to satisfy clause (d)(1) of the definition thereof and (4) the Borrower delivers to the Administrative Agent a certificate of a Financial Officer certifying as to each of the foregoing conditions, such Subsidiary may be redesignated a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, to the extent that (x) at the time such Subsidiary fails to qualify as a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, such Subsidiary is locatedin good faith negotiating with an unaffiliated third party to provide such Subsidiary with third party financing and (y) within thirty (30) days of the date on which such Subsidiary fails to qualify as a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, such Subsidiary enters into definitive documentation relating to such third party financing; provided, further, that it is expressly agreed that if such third party financing is not obtained within such 30-day period, the Borrower shall immediately cause such Subsidiary to become a “Subsidiary Guarantor” in accordance with Section 5.08(a)(i) (and it will be deemed reasonably acceptablean Event of Default hereunder if such Subsidiary has not become a “Subsidiary Guarantor” in accordance with Section 5.08(a)(i) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point on such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary30th day).

Subsidiary Guarantors. In (a) Each Subsidiary Guarantor may not consolidate, amalgamate or merge with or into or wind up into (whether or not the event that (1) applicable Subsidiary Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset the Issuer) unless: (i) the applicable Subsidiary Guarantor is the surviving Person or Immaterial Subsidiarythe Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or (2) any Excluded Asset to which such sale, assignment, transfer, lease, conveyance or Immaterial Subsidiary that other disposition will have been made is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” Person organized or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements existing under the laws of the country in which jurisdiction of organization of such Subsidiary is locatedGuarantor or under the laws of a Permitted Jurisdiction (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”); (ii) the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Securities and this Indenture pursuant to a supplemental indenture; (iii) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing; (iv) the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, shall have delivered, or cause to be delivered, to the Trustee an Opinion of Counsel stating that the Guarantee to be provided by such Successor Subsidiary Guarantor has been duly authorized, executed and delivered by such Successor Subsidiary Guarantor and constitutes the legal, valid and enforceable obligation of such Successor Subsidiary Guarantor; and (v) the Successor Subsidiary Guarantor shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) any Subsidiary may consolidate or amalgamate with or merge with or into a Subsidiary Guarantor; (B) any Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of such Subsidiary Guarantor solely for the purpose of reincorporating such Subsidiary Guarantor in a Permitted Jurisdiction; and (C) any Subsidiary Guarantor may be converted into, or reorganized or reconstituted in a Permitted Jurisdiction. (b) The Successor Subsidiary Guarantor (if other than the applicable Subsidiary Guarantor) will succeed to, and be deemed reasonably acceptable) and other deliverables as required for a substituted for, the applicable Subsidiary Guarantor under this Section 5.08(a) (at which point Indenture and such Person shall be a Subsidiary Guarantor’s Guarantee and in such event the applicable Subsidiary Guarantor will automatically be released and shall no longer be an Excluded Asset or an Immaterial Subsidiary)discharged from its obligation under this Indenture and such Subsidiary Guarantor’s Guarantee.

Subsidiary Guarantors. In Parent and the event Borrower shall take such action from time to time as shall be necessary to ensure that (1x) it and each of its Subsidiaries that is a party to this Agreement as of the Closing Date will be and will remain an Obligor and Subsidiary Guarantor hereunder (except as otherwise permitted by Section 9.03), and (y) each of its other Subsidiaries (other than any Obligor shall Excluded Subsidiary), whether direct or indirect, now existing or hereafter created, will, within (x) thirty (30) days of becoming a Subsidiary organized under the laws of the United States or (y) sixty (60) days of becoming a Foreign Subsidiary (in each case, as may be extended by the Agent in its reasonably discretion) or ceasing to constitute an Excluded Subsidiary, become an “Obligor” and a “Subsidiary Guarantor” pursuant to this Section 8.12. Without limiting the generality of the foregoing, if (i) the Parent or any of its Subsidiaries form or acquire any new Domestic Subsidiary (other than any Excluded Subsidiary), (ii) a Subsidiary ceases to constitute an Excluded Asset or Immaterial Subsidiary) Subsidiary or (2iii) any Excluded Asset or Immaterial the Agent designates a Subsidiary that is as a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Specified Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), then Parent and the Borrower will causeshall (unless otherwise agreed by the Agent in its sole discretion), within thirty (30) days (or sixty (60) days, as the context may require) of such longer period as shall be reasonably agreed by the Administrative Agentevent: (i) following cause such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become an “Obligor” and a “Subsidiary Guarantor” hereunder, a “Grantor” (and, thereby, an “Obligor”or the equivalent thereof) under the applicable Security Documents, and a Guarantee Assumption “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) take such action or cause such Subsidiary to take such action (including joining the Security Agreement or the applicable Security Documents and delivering certificated Equity Interests together with undated transfer powers executed in blank, applicable control agreements, and other instruments) as shall be necessary or reasonably desirable by the Agent to create and perfect, in favor of the Agent, for the benefit of the Secured Parties valid and enforceable first priority Liens (subject to Permitted Liens) on the Collateral of such new Subsidiary as collateral security for the Obligations hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause such parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Agent, for the benefit of the Secured Parties, in respect of all outstanding issued Equity Interests of such Subsidiary for the purpose of creating and perfecting, in favor of the Agent for the benefit of the Secured Parties, a valid and perfected first priority Lien (subject to Permitted Liens) on such Equity Interests; and (iv) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date 6.01 or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In The Company will take, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the event that (1) Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if the Company or any Obligor of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (other than an Excluded Asset or Immaterial including any such new Subsidiary) or which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (2excluding (x) any Excluded Asset or Immaterial Subsidiary that is ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary shall no longer constitute an “Excluded Asset” of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Controlled Foreign CorporationQualified Domestic Asset Trigger Event”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will causeCompany will, within thirty (30) days (to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new more Domestic Subsidiary, such new Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary: (i) within 20 days after any Qualified Domestic Asset Trigger Event, to execute a Credit Party Accession Agreement pursuant to which each Affected Subsidiary shall agree to become a “Subsidiary Guarantor” (and, therebyunder the Guaranty, an “Obligor”) ” under a Guarantee Assumption the Security Agreement and an “Obligor” under the Pledge Agreements and/or an obligor under such other Collateral Documents as may be applicable to such Subsidiary; (ii) within 60 days after any Qualified Domestic Asset Trigger Event, cause each Affected Subsidiary and each direct and indirect parent of such Affected Subsidiary (if it has not already done so) to duly execute and deliver to the Collateral Agent (A) in the case of any parcel of Real Property having a fair market value exceeding $25,000,000, deeds of trust, trust deeds, deeds to secure debt, Mortgages, leasehold mortgages, leasehold deeds of trust, (B) a certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Collateral Agent or other evidence reasonably acceptable to the Collateral Agent that none of the improvements on any Real Property are located within any area designated by the director of the Federal Emergency Management Agency as a “special flood hazard” area or if any improvements on the Real Property are located within a “special flood hazard” area, evidence of a flood insurance policy (if such insurance is required by applicable Law) from a company and in an amount satisfactory to the Collateral Agent for the applicable portion of the premises, naming the Collateral Agent, for the benefit of the Lenders, as mortgagee, and (C) other security and pledge agreements, as specified by and in form and substance satisfactory to the Collateral Agent (including delivery of all Pledged Collateral (as defined in the Pledge Agreements) in and of each Affected Subsidiary, and other instruments of the type specified in Section 7.1(a)(ii) and (iii) of either the Existing Credit Agreement or this Amended Agreement), securing payment of all the Finance Obligations of such Affected Subsidiary or such parent, as the case may be, under the Credit Documents and constituting Liens on all such real and personal properties; (iii) within 90 days after any Qualified Domestic Asset Trigger Event, to cause each Affected Subsidiary and each direct and indirect parent of each Affected Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Collateral Documents and any other security and pledge agreements delivered pursuant to this Section 8.10(a), enforceable against all third parties in accordance with their terms; (iv) within 90 days after any Qualified Domestic Asset Trigger Event, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request; (v) as promptly as practicable after any Qualified Domestic Asset Trigger Event, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of corporate or other actionorganizational authority, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Credit Party pursuant to Section 4.01 upon 7.1 on the Restatement Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubtAgent, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Collateral Agent or the Collateral Agent Required Lenders shall have requested. This paragraph (a) shall not require control agreements and perfection by “control” with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constituting deposit accounts or an Immaterial Subsidiary)securities accounts.

Subsidiary Guarantors. (a) Although all of the Parent Guarantor’s Subsidiaries will be Restricted Subsidiaries, none of the Parent Guarantor’s Subsidiaries will be a Subsidiary Guarantor at the Issue Date (the “Initial Non-Guarantor Subsidiaries” and, together with any other Restricted Subsidiary that does not provide a Subsidiary Guarantee, the “Non-Guarantor Subsidiaries”). In the event that (1) any Obligor shall form or acquire any new Domestic Non-Guarantor Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial subsequently provides a Subsidiary that is a Domestic Guarantee, such Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant be excluded from the definition of Non-Guarantor Subsidiary and be added to the definition thereof of Subsidiary Guarantor. Each Restricted Subsidiary that provides a Subsidiary Guarantee after the Issue Date in accordance with Section 7.6 will become a Subsidiary Guarantor. (in which case such Person shall be deemed to be a “new” Domestic b) If any Restricted Subsidiary for purposes Guarantees any Indebtedness of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (Issuer or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiaryParent Guarantor after the Issue Date, such new Domestic Restricted Subsidiary shall execute and deliver to become the Trustee a “supplemental indenture to this Indenture by which such Restricted Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering provide a Guarantee Assumption Agreement Subsidiary Guarantee. (and, if requested by c) The Board of Directors may designate any Restricted Subsidiary to become a Subsidiary Guarantor; provided that (i) such designation will not cause or result in a Default; (ii) any Indebtedness of such Restricted Subsidiary outstanding at the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws time of the country in such designation which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptableto have been Incurred by such newly-designated Subsidiary Guarantor as a result of such designation would be permitted to be Incurred by Section 4.1(a); (iii) any Lien on the Property of such Restricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Subsidiary Guarantor as a result of such designation would be permitted to be incurred by Section 4.1(f) and other deliverables as required for (iv) such Restricted Subsidiary, upon such designation, shall execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be become a Subsidiary Guarantor and provide a Subsidiary Guarantee. In addition, the Issuer and the Parent Guarantor will cause any Restricted Subsidiary of the Parent Guarantor that (A) as of the last date of any quarter and with respect to the Parent Guarantor and its Restricted Subsidiaries, individually represents at least 5% of the Consolidated Assets of the Parent Guarantor and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period, individually represents at least 5% of the Consolidated EBITDA of the Parent Guarantor and its Restricted Subsidiaries as determined in accordance with IFRS, to execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall no longer become a Subsidiary Guarantor and provide a Subsidiary Guarantee; provided, however, that if (x) with respect to clause (A) above, as of the last date of the relevant quarter, the Parent Guarantor and the then existing Subsidiary Guarantors collectively represent at least 80% of the Consolidated Assets of the Parent Guarantor and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Subsidiary Guarantor, and (y) with respect to clause (B) above, for the relevant twelve-month period, the Issuer and the then existing Subsidiary Guarantors collectively represent at least 80% of the Consolidated EBITDA of the Parent Guarantor and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Subsidiary Guarantor. (d) The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to an Excluded Asset amount not to exceed the maximum amount that can be Guaranteed by such Subsidiary Guarantor without rendering its Subsidiary Guarantee voidable under applicable law relating to fraudulent conveyance or an Immaterial Subsidiary)fraudulent transfer or similar laws affecting the rights of creditors generally.

Subsidiary Guarantors. In The Borrower shall take such action from time to time as shall be necessary to ensure that (x) each of its Subsidiaries (excluding any Immaterial Subsidiary) that is a party to this Agreement as of the date hereof will be and will remain an Obligor and Subsidiary Guarantor hereunder (except as otherwise permitted pursuant to Section 9.03), and (y) each of its other Subsidiaries (excluding any Immaterial Subsidiary), whether direct or indirect, now existing or hereafter created, which becomes a Domestic Subsidiary or a Material Subsidiary, becomes a “Subsidiary Guarantor” pursuant to this Section 8.12. Without limiting the generality of the foregoing, in the event that any Subsidiary (1excluding any Immaterial Subsidiary) of the Borrower shall become a Domestic Subsidiary or a Material Subsidiary or any Obligor of its Subsidiaries (excluding any Immaterial Subsidiary) shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is qualifies as a Material Subsidiary or a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will causeshall promptly, and in any event within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent, in its reasonable discretion, may consent to): (i) following cause such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under hereunder pursuant to a Guarantee Assumption Agreement, a “Grantor” under the Security Agreement, and a “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) take such action (including joining or delivering any Security Document and delivering its certificated Equity Interests together with undated transfer powers executed in blank, applicable control agreements and other instruments) as shall be reasonably necessary or desirable or reasonably requested by the Administrative Agent to create and perfect, in favor of the Administrative Agent, for the benefit of the Secured Parties, valid and enforceable first priority Liens (except for Permitted Liens) on substantially all of the property of such new Subsidiary as collateral security for the Obligations hereunder; provided that any such security interest or Lien shall be subject to the applicable Security Documents; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Administrative Agent, for the benefit of the Secured Parties, in respect of all outstanding issued Equity Interests of such Subsidiary; and (iv) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date 6.01 or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof, (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as an “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a no longer constitute an “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or or, in the case of the acquisition of Alpine, 90 days, and in each case such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary)”, as applicable, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed if reasonably requested by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 6(a) of the First Amendment upon the First Amendment Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Assets or Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor Subsidiary Guarantor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Asset, a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) or (2ii) any Excluded Asset or Asset, Financing Subsidiary, Foreign Subsidiary, Immaterial Subsidiary that is or Subsidiary of a Domestic Foreign Subsidiary shall no longer constitute an “Excluded Asset”, “Financing Subsidiary”, “Immaterial Subsidiary”, “Foreign Subsidiary” or “Immaterial Subsidiary of a Foreign Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded AssetsAssets that are Subsidiaries, Immaterial Subsidiaries or Controlled Foreign Corporations Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign CorporationSubsidiaries, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), or (4) any Florida Sidecar Subsidiary shall no longer constitute a “Florida Sidecar Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary or, as applicable, Florida Sidecar Subsidiary, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary or, as applicable, Florida Sidecar Subsidiary, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or any other Loan Document. (iv) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each Florida Sidecar Subsidiary as an Immaterial Obligor only for so long as such Person qualifies as a “Florida Sidecar Subsidiary)” pursuant to the definition thereof, and thereafter such Person shall no longer constitute a “Florida Sidecar Subsidiary” for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower that are not Excluded Entities are “Subsidiary Guarantors” hereunder, provided that no Specified Vincor Entity shall be required to be a Subsidiary Guarantor for so long as the requirements under Rule 3-10(g) of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”) would be applicable with respect to such Specified Vincor Entity if it were an issuer of a registered security that is guaranteed or a guarantor of a registered security under a registration statement filed with the SEC. In furtherance of the foregoing, in the event that (1x) the Borrower or any Obligor of its Subsidiaries shall acquire or form or acquire any new Domestic Subsidiary (other than after the date hereof that is not at such time an Excluded Asset or Immaterial Subsidiary) Entity or (2y) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary Entity shall no longer constitute cease to be an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation Entity but shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed continue to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)the Borrower, the Borrower will cause, within thirty (30) days cause (or such longer period as shall be reasonably agreed by the Administrative Agentwill cause its Subsidiaries to cause) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary or previously Excluded Entity to (i) become a “Subsidiary Guarantor” (andhereunder, therebyand a “Subsidiary Guarantor” under the U.S. Pledge Agreement, an “Obligor”) under by delivering to the Administrative Agent a Guarantee Assumption Agreement Agreement; (ii) take the actions, if any, required to be taken by such new Subsidiary or previously Excluded Entity under paragraph (d) below; and to (iii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event Each Obligor shall take such action from time to time as shall be necessary to ensure that (1x) each of its Subsidiaries (excluding any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic party to this Agreement as of the date hereof will be and will remain an Obligor and Guarantor hereunder (except as otherwise permitted pursuant to Section 9.03), and (y) subject to clause (c) below, each of its other Subsidiaries (excluding any Immaterial Subsidiary), whether direct or indirect, now existing or hereafter created or acquired (including with respect to any Subsidiary shall no longer constitute that ceases to qualify as an Immaterial Subsidiary), will become a “Subsidiary Guarantor” and an “Excluded AssetObligor” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)8.12, the Borrower will cause, in each case within thirty (30) days of such creation or acquisition (or failure to qualify as an Immaterial Subsidiary) (or such longer period as shall be reasonably agreed by the Administrative Agent, in its reasonable discretion, may consent to), including the following actions: (i) following cause such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under hereunder pursuant to a Guarantee Assumption Agreement, a “Grantor” under the U.S. Security Agreement and, if such Subsidiary is a Person organized under Israeli law or has assets located in Israel, the Israeli Security Agreement, and a “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) take such action (including joining or delivering any Security Document and delivering its certificated Equity Interests together with undated transfer powers executed in blank, applicable control agreements and other instruments) as shall be reasonably necessary or desirable or reasonably requested by the Administrative Agent to create and perfect, in favor of the Administrative Agent, for the benefit of the Secured Parties, valid and enforceable first priority Liens (except for Permitted Liens) on substantially all of the property of such Subsidiary as collateral security for the Obligations hereunder; provided that any such security interest or Lien shall be subject to the applicable Security Documents; (iii) to the extent that the parent of such Subsidiary is not a party to the applicable Security Documents or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Documents and this Agreement, cause such parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Administrative Agent, for the benefit of the Secured Parties, in respect of all outstanding issued Equity Interests of such Subsidiary, together with any documents, notices or other ancillary documents to such pledge agreement as customary or otherwise advisable in any jurisdiction to effect all filings, perfections and registrations under any applicable Law, and to cause any such Subsidiary to amend its Organic Documents to allow for the creation and unrestricted enforcement of the pledge agreement; and (iv) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date 6.01 or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. Each Subsidiary of the Company listed on Schedule I hereto shall initially be a Subsidiary Guarantor. For so long as the Company’s 8½% Senior Subordinated Notes due 2011 are outstanding, (a) if any other Subsidiary of the Company shall become a subsidiary guarantor under the Company’s 8½% Senior Subordinated Notes due 2011, the Company shall cause such Subsidiary concurrently to become a Subsidiary Guarantor and (b) if any Subsidiary of the Company is released from its Guarantee of the Company’s 8½% Senior Subordinated Notes due 2011, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s 8½% Senior Subordinated Notes due 2011 when due at maturity, upon redemption, repurchase or otherwise, except as described below, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or Subordinated Obligation shall be Guaranteed by any Subsidiary of the event Company and such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 17) to become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary, except that such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s 8½% Senior Subordinated Notes due 2011 are outstanding and such Subsidiary is not added as a guarantor under the 8½% Senior Subordinated Notes due 2011; provided, however, that such exception shall expire when the 8½% Senior Subordinated Notes due 2011 cease to be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder. If (1a) any Obligor such Subsidiary which shall form or acquire any new Domestic become a Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Guarantor of the Notes pursuant to the definition thereof immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, or (in which b) if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Person Subsidiary shall be deemed cease to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requestedGuarantor hereunder. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a may be released from its Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral AgentNotes so long as contemporaneously therewith, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables also released as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be from all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation. In furtherance of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of the Notes if such release allows the Subsidiary Guarantor to be released from its Guarantee of all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation and shall such Subsidiary Guarantor is subsequently released from its Guarantee of such outstanding Senior Subordinated Indebtedness or Subordinated Obligation. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the Trustee an Officers’ Certificate certifying to that effect as of the date of such Officers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary or the Trustee, the Subsidiary Guarantee of such Subsidiary shall terminate and be an Excluded Asset of no further force or an Immaterial Subsidiaryeffect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 17. A Subsidiary Guarantee by a Subsidiary Guarantor shall be signed in the name and on behalf of such Subsidiary Guarantor by the manual or facsimile signature of its President, any Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), its Treasurer, its Secretary or any Assistant Secretary.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial SBIC Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such dateStructured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed a “new” Subsidiary for purposes of this Section 5.08), and (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary or CFC, Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC and each Transparent Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or an Immaterial “Transparent Subsidiary)”, respectively, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, (i) promptly provide notice to the Administrative Agent together with an updated Schedule 3.12(a) and (ii) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof, (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as an “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a no longer constitute an “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that (1) Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) including any Excluded Asset or Immaterial Foreign Subsidiary that is a Domestic Subsidiary not an Excluded Foreign Subsidiary), or any subsidiary of Borrower or any of its Subsidiaries shall fail to constitute or otherwise no longer constitute be an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such Obligor and its Subsidiaries concurrently will: (i) cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (andhereunder and a “Grantor” under the Security Agreement, thereby, an “Obligor”) under pursuant to a Guarantee Assumption Agreement; ​ ​ (ii) cause each such Foreign Subsidiary (A) to be removed from the list of Excluded Foreign Subsidiaries described on Schedule 1.01(A), as applicable, (B) to become a “Subsidiary Guarantor” hereunder pursuant to a guarantee assumption agreement substantially similar to the form of Guarantee Assumption Agreement excluding joinder as a “Grantor” under the Security Agreement, and (C) to deliver a security document granting the Administrative Agent for the benefit of the Secured Parties a first priority Lien over all of the assets of such Foreign Subsidiary under the Law of the applicable jurisdictions and such other documents and instruments and take such other steps as may be necessary and customary under the Law of the applicable jurisdictions to perfect such Lien; (iii) take such action or cause such Subsidiary and/or such Foreign Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Subsidiary and/or such Foreign Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; provided, however, that a new Foreign Subsidiary shall not be required to comply with this clause if Borrower designates such Foreign Subsidiary as an Excluded Foreign Subsidiary in accordance with this Agreement; (iv) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Administrative Agent, for the benefit of the Secured Parties, in respect of all outstanding issued shares of such Subsidiary; and (v) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date 6.01 or as the Administrative Agent or the Majority Lenders shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor Subsidiary Guarantors shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Asset, a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) or (2ii) any Excluded Asset Asset, Financing Subsidiary or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset”, “Financing Subsidiary” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed to by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Assets or Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the 000000000000.00.XXXXXXXX US\20318313.19 (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary)”, as applicable, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1a) Promptly after any Obligor shall form or acquire any new Domestic Person is required by Section 6.01(f) to be disclosed as an Eligible Material Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) and in any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, event within thirty (30) 30 days (or such longer period as shall be reasonably agreed by greater number of days to which the Administrative AgentAgent may agree) following thereafter), the Company shall cause such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to (i) become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement Guarantor by executing and delivering to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and Agent a counterpart of the Subsidiary Guaranty or such other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or document as the Administrative Agent shall have reasonably requested. For the avoidance of doubtdeem appropriate for such purpose, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable ii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v) and (vi) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this Section 6.10(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If, pursuant to clauses (b) or (d) of the definition of Ineligible Material Subsidiary, the Company elects to provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary, the Company shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries. Compliance by Substitute Guarantors with the preceding sentence in place of such Ineligible Material Subsidiary shall be deemed to satisfy the Company’s obligations under the first sentence of this Section 6.10(a) with respect to such Material Subsidiary. (i) Upon and no later than 30 days after the delivery to the Administrative Agent of the annual Financial Statements and accompanying Compliance Certificate pursuant to Section 6.01(b) and (c), in relation to any Subsidiary Guarantor that has ceased to be a Material Subsidiary as of the end of such fiscal year (other than a Subsidiary Guarantor which was not a Material Subsidiary at the time it became a Subsidiary Guarantor), or (ii) upon and no later than 30 days after the Company receives notice that a Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of the satisfaction of clauses (a)(i), (a)(ii) or (b) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Guarantor hereunder and the Collateral AgentCompany is unable, it being understood with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an Eligible Material Subsidiary (in either case, a “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of clause (a)(i) of the definition of “Ineligible Material Subsidiary,” which the Company is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such proviso shall not apply), the Company may deliver to the Administrative Agent a guarantee and security agreement that is substantially duly executed certificate of a Responsible Officer of the Company, in the form of Exhibit J (“Guarantor Release Certificate”) and, upon the Guarantee and Security Agreementreceipt of such certificate by the Administrative Agent, other than with respect such Releasable Subsidiary shall thereupon cease to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).Guarantor, subject to the possible future application of

Subsidiary Guarantors. In the event The Borrower shall take such action from time to time as shall be necessary to ensure that (1x) it and each of its Subsidiaries that is a party to this Agreement as of the Closing Date will be and will remain an Obligor and Subsidiary Guarantor hereunder (except as otherwise permitted by Section 9.03), and (y) each of its other Subsidiaries (other than any Obligor shall Excluded Subsidiary), whether direct or indirect, now existing or hereafter created, will, within (x) thirty (30) days of becoming a Subsidiary organized under the laws of the United States or (y) ninety (90) days of becoming a Foreign Subsidiary (in each case, as may be extended by the Majority Lenders in their reasonable discretion) or ceasing to constitute an Excluded Subsidiary, become an “Obligor” and a “Subsidiary Guarantor” pursuant to this Section 8.12. Without limiting the generality of the foregoing, if (i) the Borrower or any of its Subsidiaries form or acquire any new Domestic Subsidiary (other than an any Excluded Asset or Immaterial Subsidiary) or (2ii) any Excluded Asset or Immaterial a Subsidiary that is a Domestic Subsidiary shall no longer ceases to constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), then the Borrower will causeshall (unless otherwise agreed by the Agent in its sole discretion), within thirty (30) days (or ninety (90) days or such longer period as shall be reasonably agreed to by the Administrative AgentAgent in its reasonable discretion, as the context may require) following of such Person becoming a new Domestic Subsidiary, event: (i) cause such new Domestic Subsidiary to become an “Obligor” and a “Subsidiary Guarantor” hereunder, a “Grantor” (and, thereby, an “Obligor”or the equivalent thereof) under the applicable Security Documents, and a Guarantee Assumption “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) take such action or cause such Subsidiary to take such action (including joining the Security Agreement or the applicable Security Documents and delivering certificated Equity Interests together with undated transfer powers executed in blank, applicable control agreements, and other instruments) as shall be necessary or reasonably desirable by the Agent (upon instructions by the Majority Lenders) to create and perfect, in favor of the Agent, for the benefit of the Secured Parties valid and enforceable first priority Liens (subject to the Legal Reservations and the Perfection Requirements in respect of any UK Guarantor and otherwise subject to Permitted Liens) on the Equity Interests of such Subsidiary (other than to the extent constituting Excluded Assets, or already constituting Collateral) and the Collateral of such new Subsidiary as collateral security for the Obligations hereunder; and (iii) deliver such proof of corporate or other action, incumbency of officersofficers or directors (as applicable), opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date or 6.01 as the Administrative Agent (acting at the direction of the Majority Lenders) shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor Subsidiary Guarantor shall form or acquire any new Domestic Subsidiary (other than a Foreign Subsidiary, an Immaterial Subsidiary, an Excluded Asset or Immaterial Subsidiarya Subsidiary of a Foreign Subsidiary or Excluded Asset) or (2ii) any Foreign Subsidiary, Immaterial Subsidiary, Excluded Asset or Immaterial a Subsidiary that is of a Domestic Foreign Subsidiary or Excluded Asset shall no longer constitute an “Immaterial Subsidiary, Excluded Asset or a Subsidiary of a Foreign Subsidiary or Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the relevant definition thereof (in which case such Person shall be deemed to be a “newnew ” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its ImmaterialForeign Subsidiaries, Excluded Assets, Assets or Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign CorporationSubsidiary, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries (other than any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor or Borrower under Section 8.12(b)(i)), are either, at the discretion of the Administrative Agent, “Subsidiary Guarantors” or Borrowers hereunder; provided that if adding any such Subsidiary as a Borrower would provide a material tax benefit to Borrowers (as reasonably determined by the Parent or Lead Borrower) and would not be materially less advantageous to the rights or remedies of the Administrative Agent and the Lenders (as compared to such Subsidiary being a Subsidiary Guarantor) (as reasonably determined by the Administrative Agent), then such Subsidiary shall become a Borrower hereunder. Without limiting the generality of the foregoing, in the event that (1) Parent or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an any new Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Foreign Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed not required to be a “new” Domestic Subsidiary for purposes of this Guarantor or a Borrower under Section 5.08 as of such date8.12(b)(i)), the Borrower such Obligor and its Subsidiaries will cause, within thirty (30) days of such formation or acquisition: (or such longer period as shall be reasonably agreed by the Administrative Agenti) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” or “Borrower” hereunder (andas applicable), therebyand a “Grantor” under the Security Agreement, pursuant to an “Obligor”Assumption Agreement; (ii) under take such action or cause such Subsidiary to take such action (including delivering such shares of stock or share capital, as applicable, together with undated transfer powers executed in blank or the equivalent thereof in any other jurisdiction) as shall be necessary to create and perfect (to the extent required by the applicable Security Document) valid and enforceable Liens with the priority required by the applicable Security Document (subject to Permitted Priority Liens) on substantially all of the property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a Guarantee Assumption party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date 6.01 or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person Majority Lenders shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)have requested.

Subsidiary Guarantors. In Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries (other than any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b)(i) or any Transaction Vehicle Subsidiary (or subsidiary of a Transaction Vehicle Subsidiary) to the extent not deemed an acquired “Subsidiary” by operation of the proviso in the last sentence of the definition of “Subsidiary”), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that (1) any Obligor or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than any new Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b)(i)) (it being understood that any Excluded Foreign Subsidiary ceasing to be an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Foreign Subsidiary that is but remaining a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic formed or acquired at the time it ceases to be an Excluded Foreign Subsidiary for purposes of this Section 5.08 as of such date8.12(a)), the Borrower will causesuch Obligor and its Subsidiaries will, within thirty (30) days of such formation, acquisition or deemed acquisition: (or such longer period as shall be reasonably agreed by the Administrative Agenti) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (andhereunder, therebyand a “Grantor” under the Security Agreement, an “Obligor”) under pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering certificates evidencing Equity Interests together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Secured Parties in respect of all outstanding issued Equity Interests of such Subsidiary that are owned by such parent; and (iv) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date 6.01 or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person Majority Lenders shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)have requested.

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor Subsidiary Guarantor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Asset, a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary, a Joint Venture Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) or (2ii) any Excluded Asset Asset, Financing Subsidiary, Foreign Subsidiary, Immaterial Subsidiary, Joint Venture Subsidiary or Immaterial Subsidiary that is of a Domestic Foreign Subsidiary shall no longer constitute an “Excluded Asset”, “Financing Subsidiary”, “Immaterial Subsidiary”, “Joint Venture Subsidiary”, “Foreign Subsidiary” or “Immaterial Subsidiary of a Foreign Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded AssetsAssets that are Subsidiaries, Immaterial Subsidiaries, Joint Venture Subsidiaries or Controlled Foreign Corporations Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign CorporationSubsidiaries, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or Asset, an Immaterial Subsidiary or a Joint Venture Subsidiary).. DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780

Subsidiary Guarantors. In (a) At the event that election of Kimco at any time and from time to time, at the time of such election, one or more Wholly Owned Subsidiaries shall become a guarantor of the Facility (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute each, a “Controlled Foreign CorporationSubsidiary Guarantor”) by executing and delivering to the Administrative Agent, as applicable, pursuant to a Subsidiary Guarantee; provided that (x) each such Wholly Owned Subsidiary shall satisfy the definition thereof Baseline Conditions on and as of the date such Wholly Owned Subsidiary delivers its Subsidiary Guarantee and (in which case such Person y) Kimco shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 represent and warrant as of such date)date that such proposed Subsidiary Guarantor is a Wholly Owned Subsidiary. If the designation of such Subsidiary Guarantor obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in accordance with applicable laws and regulations in circumstances where the necessary information is not already available to it, the Borrower will causeapplicable Subsidiary Guarantor shall, within thirty (30) days (promptly upon the request of the Administrative Agent or such longer period Lender, supply such documentation and other evidence as shall be is reasonably agreed and customarily requested by the Administrative Agent) following Agent or such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as Lender in order for the Administrative Agent shall have reasonably requestedor such Lender to be satisfied (in good faith) it has complied with all necessary “know your customer” or other similar verifications under all applicable laws and regulations. For the avoidance of doubt, no Wholly Owned Subsidiary that is not a U.S. Person (or, if such Wholly Owned Subsidiary is disregarded as an entity separate from its owner for U.S. federal income tax purposes, has an owner that is not a U.S. Person) shall guarantee any obligation of the Borrower may elect to cause any that is a U.S. Person (or, if the Borrower is disregarded as an entity separate from its owner for U.S. federal income tax purposes, of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a owner). (b) A Subsidiary Guarantor and executing and delivering a shall be released from any Subsidiary Guarantee Assumption Agreement upon written request by Kimco; provided that (andi) there is no Event of Default after giving effect to such release (including any changes resulting from any Property’s ceasing to be an Unencumbered Property if such released guarantor immediately prior to giving effect to such release was an Obligated Property Owner in respect thereof), if requested by the Administrative Agent or the Collateral Agent (ii) Kimco is in compliance with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws each of the country financial covenants set forth in paragraphs (a) through (f) of Section 7.1 if the ratio or amount referred to therein were to be calculated as of such date, but after giving effect to such release (including any changes resulting from any Property’s ceasing to be an Unencumbered Property if such released guarantor was an Obligated Property Owner in respect thereof immediately prior to giving effect to such release and provided that for the purposes of determining such compliance, Gross Asset Value shall be determined for the most recent Test Period as to which such Subsidiary is locateda compliance certificate has been delivered pursuant to Section 6.2(b)), in form and substance reasonably acceptable (iii) Kimco has furnished to the Administrative Agent and a certificate of its chief financial officer or other authorized financial officer as to the Collateral Agent, it being understood that a guarantee and security agreement that is substantially matters referred to in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptablepreceding clauses (i) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiaryii).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” 97 (and, thereby, an “Obligor”ii) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the The Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary)”, as applicable, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. (a) The Borrower will cause any Subsidiary which meets the criteria set forth in the definition of Required Guarantor to execute and deliver a Subsidiary Guaranty to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) (i) within thirty (30) Business Days following the acquisition by such Subsidiary of trademarks or other intangibles material to the conduct of the business of the Borrower and its Subsidiaries (in the case of a Required Guarantor described in clause (a) of the definition of the term Required Guarantor), or (ii) within thirty (30) Business Days following the date of the delivery of the consolidating financial statements reflecting the fact that a Domestic Subsidiary meets such definition of Required Guarantor (in the case of a Required Guarantor described in clause (b) of such definition). (b) In the event that the sum of the Shareholder's Equity of the Borrower and each Subsidiary Guarantor as reflected in a consolidating balance sheet of the Borrower (1such sum hereinafter referred to as the “Guaranty Equity Sum”) any Obligor shall form or acquire any new Domestic Subsidiary does not exceed 80% of the Shareholder's Equity of the Borrower as determined on a Consolidated basis (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an the “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign CorporationGuaranty Equity Threshold”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), then the Borrower will causeshall cause such other Domestic Subsidiaries to execute and deliver a Subsidiary Guaranty as may be needed to cause the Guaranty Equity Sum to exceed the Guaranty Equity Threshold. If the Guaranty Equity Sum does not exceed the Guaranty Equity Threshold after the execution of a Subsidiary Guaranty by all of the Domestic Subsidiaries, then the Administrative Agent and the Borrower shall agree to a mutually acceptable guaranty or security arrangement, or within thirty (30) days after notice from the Administrative Agent to the Borrower, the Borrower shall cause such Foreign Subsidiaries as are necessary to meet the Guaranty Equity Threshold to execute and deliver to the Administrative Agent (or such longer period as shall be reasonably agreed by in sufficient multiple counterparts for the Administrative Agent and each Lender) a Subsidiary Guaranty acceptable in form and substance to the Administrative Agent) following such Person becoming . In the event that any Foreign Subsidiary shall have Shareholder's Equity as determined on a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof consolidating balance sheet of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon in excess of 20% of the Effective Date or Shareholder's Equity of the Borrower as determined on a Consolidated basis then either (i) the Borrower and the Administrative Agent shall have reasonably requested. For the avoidance of doubtagree to a mutually acceptable guaranty or security arrangement, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by ii) within thirty (30) days after notice from the Administrative Agent or to the Collateral Borrower the Borrower shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent with respect to any Controlled Foreign Corporation, executing (in sufficient multiple counterparts for the Administrative Agent and delivering each Lender) a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, Guaranty acceptable in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form (for example: if Foreign Subsidiary A has Shareholder's Equity of 21 % of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws Shareholder's Equity of the country in which such Borrower and Foreign Subsidiary is locatedB has Shareholder's Equity of 21% of the Shareholder's Equity of the Borrower, will be deemed reasonably acceptable) then both Foreign Subsidiary A and other deliverables as required for a Foreign Subsidiary Guarantor under this Section 5.08(a) (at which point such Person B shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiarysubject to the requirements of this sentence).

Subsidiary Guarantors. In the event that (1a) any Obligor shall form or acquire any new Domestic The Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 Guarantors as of such datethe Closing Date are listed on Schedule 5.10(a). Subject to clause (c) below, if any Subsidiary is created or acquired after the Borrower will causeClosing Date, within thirty (30) days (or such longer period as it shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to also become a Subsidiary Guarantor and executing and by delivering a Guarantee Assumption Joinder Agreement pursuant to Section 10.12 if (and, if requested by i) the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements organized under the laws of the country United States or Canada (or a political subdivision thereof) or (ii) is organized under the laws of any other jurisdiction unless (A) the Subsidiary has a net asset value of less than $1,000,000, (B) the Term Borrower has provided the Administrative Agent with written advice in which form and substance, and from a law firm, satisfactory to the Administrative Agent to the effect that there are legal impediments to the ability of such Subsidiary is locatedto provide such a guarantee or that the existence of such a guarantee would give rise to a material adverse tax consequence to any Angiotech Party, will or (C) the Administrative Agent has reasonably determined that the costs of obtaining such guarantee would be deemed reasonably acceptabledisproportionate in relation to the value of the guarantee. Any Subsidiary that Guarantees all or any portion of the obligations under the Subordinated Note Documents shall also be a Subsidiary Guarantor. (b) and other deliverables as required for The Term Borrower shall give the Administrative Agent prompt written notice of the creation or acquisition of any Subsidiary. If any such Subsidiary does not initially become a Subsidiary Guarantor under this pursuant to clauses (A), (B) or (C) of Section 5.08(a5.10(a) above, but the circumstances described in these clauses cease to apply, then such Subsidiary shall become a Subsidiary Guarantor. (at which point c) If the acquisition of a Subsidiary is financed in whole or in substantial part by Non-Recourse Indebtedness incurred by such Person shall be Subsidiary, then such Subsidiary need not become a Subsidiary Guarantor unless and until such Indebtedness has been repaid. Any such Subsidiary that has not become a Subsidiary Guarantor is referred to as an “Unrestricted Subsidiary” and shall no longer not be an Excluded Asset or an Immaterial Subsidiary)restricted by the provisions of this Agreement except as otherwise set forth herein.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, an Excluded Asset or Immaterial Subsidiary) , a CFC or a Transparent Subsidiary), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, an Immaterial Subsidiary, a CFC or a Transparent Subsidiary), (2) any Excluded Asset or Immaterial SBIC Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such dateStructured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed a “new” Subsidiary for purpose of this Section 5.08), (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof, or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, (i) promptly provide notice thereof to the Administrative Agent and (ii) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, Immaterial Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former Immaterial Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each Immaterial Subsidiary, each CFC and each Transparent Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “Immaterial Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “Immaterial Subsidiary)”, “CFC” or “Transparent Subsidiary”, respectively, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. In (a) The Parent Guarantor and the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary Borrower shall, not later than the date on which the applicable Compliance Certificate is required to be delivered hereunder, for each other Person (other than an Excluded Asset or Immaterial Subsidiary) becoming a Material Subsidiary (whether by acquisition of a Property or (2otherwise) any Excluded Asset or Immaterial and each Subsidiary that is a Domestic Material Subsidiary and that is not a Subsidiary Guarantor ceasing to be an Excluded Subsidiary, in each case during the fiscal quarter for which such Compliance Certificate is required, deliver or cause to be delivered to the Administrative Agent each of the following items, each in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Material Subsidiary, and (ii) the items with respect to such Material Subsidiary that would have been delivered under Sections 6.1.(iv) through (viii) if such Material Subsidiary had been a Subsidiary Guarantor on the Effective Date (in the case of Section 6.1.(iv), only to the extent requested by the Administrative Agent in connection with a new Borrowing Base Property). Nothing contained in this Section shall no longer constitute an supersede, modify or otherwise affect the provisions of Sections 4.1. or 4.2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof Material Subsidiary or a Subsidiary; (in which case ii) such Person shall be deemed Subsidiary Guarantor is not otherwise required to be a “new” Domestic Subsidiary for purposes party to the Guaranty under Section 8.14.(a); (iii) no Default or Event of this Section 5.08 Default shall then be in existence or would occur as a result of such date)release, including, without limitation, a Default or Event of Default resulting from a violation of any of the Borrower will cause, within thirty covenants contained in Section 10.1; and (30iv) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower received such written request at least ten (10) Business Days (or such shorter period as may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent and of any such request shall constitute a representation by the Collateral Agent, it being understood Borrower that a guarantee and security agreement that is substantially the matters set forth in the form preceding sentence (both as of the Guarantee date of the giving of such request and Security Agreement, other than as of the date of the effectiveness of such request) are true and correct with respect to modifications such request. The Administrative Agent agrees to reflect requirements under furnish to the laws of Borrower, promptly after the country in which such Subsidiary is locatedBorrower’s request and at the Borrower’s sole cost and expense, will any release, termination, or other agreement or document evidencing the foregoing release as may be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)requested by the Borrower.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, 115 an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or or, in the case of the acquisition of Alpine, 90 days, and in each case such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that a guarantee each SBIC Subsidiary, each CFC, each Transparent Subsidiary and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such each Immaterial Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required an Obligor only for a Subsidiary Guarantor under this Section 5.08(a) (at which point so long as such Person shall be qualifies as a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial “Structured Subsidiary).”, “SBIC Subsidiary”, “CFC”,

Subsidiary Guarantors. In the event that (1) the Borrower or any Obligor of --------------------- its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or cause each such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, promptly upon such new Domestic Subsidiary creation or acquisition, to become a “"Subsidiary Guarantor” " (and, thereby, an “"Obligor”") under hereunder and to pledge and grant a Guarantee Assumption security interest in its Property pursuant to the Security Agreement to the Administrative Agent for the benefit of the Lenders, pursuant to a written instrument in form and substance satisfactory to the Administrative Agent (it being acknowledged and agreed that an instrument in the form attached hereto as Exhibit H hereto shall satisfy this requirement) and to deliver such proof of corporate or other partnership action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each "Obligor" pursuant to Section 4.01 7.01 hereof upon the Amendment/Restatement Effective Date or as the Administrative Agent shall have reasonably requested. For The Borrower shall, or shall cause the avoidance Subsidiary of doubt, the Borrower may elect to cause any which holds the Capital Stock of its Excluded Assetssuch new Subsidiary to, Immaterial Subsidiaries or Controlled Foreign Corporations to become execute and deliver an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, instrument in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Collateral Agent, (it being understood acknowledged and agreed that a guarantee and security agreement that is substantially an instrument in the form attached hereto as Exhibit H hereto shall satisfy this requirement) providing for the pledge of 100% of the Guarantee issued and Security Agreement, other than with respect to modifications to reflect requirements under the laws outstanding Capital Stock of each new Subsidiary of the country Borrower (or, in the case of a Permitted Acquisition pursuant to which the Borrower acquires, directly or indirectly, less than 100% of each class of Equity Interests of the new Subsidiary, all of the issued and outstanding Capital Stock of the new Subsidiary owned by the Borrower or any Subsidiary) created or acquired after the Amendment/Restatement Effective Date (including a Foreign Subsidiary, except to the extent that the Administrative Agent, in its reasonable judgment determining that the transaction costs, regulating burdens and operation restrictions resulting from such pledge are not justified by the value of the Capital Stock to be pledged, provided, that in no -------- event shall Capital Stock representing more than 65% of the voting power of the Capital Stock of any such new Foreign Subsidiary is locatedbe so pledged) to the Administrative Agent for the benefit of the Lenders, will be deemed reasonably acceptable) and other deliverables as required the Borrower shall deliver to the Administrative Agent the stock certificates evidencing such Capital Stock together with undated stock powers for a Subsidiary Guarantor under this Section 5.08(a) (at which point each such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)certificate, duly executed in blank.

Subsidiary Guarantors. Each Subsidiary of the Company listed on Schedule I hereto shall initially be a Subsidiary Guarantor. If any other Subsidiary of the Company shall become a subsidiary guarantor under the Company’s Senior Subordinated Indebtedness, the Company shall cause such Subsidiary concurrently to become a Subsidiary Guarantor. If any Subsidiary of the Company is released from its Guarantee of the Company’s Senior Subordinated Indebtedness, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s Senior Subordinated Indebtedness when due at maturity, upon repurchase or otherwise, except as described below, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or a Subordinated Obligation shall be Guaranteed by any Subsidiary of the event Company and such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 16) to become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary. If (1a) any Obligor such Subsidiary which shall form or acquire any new Domestic become a Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Guarantor of the Notes pursuant to the definition thereof immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, or (in which b) if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Person Subsidiary shall be deemed cease to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requestedGuarantor hereunder. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a may be released from its Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral AgentNotes so long as contemporaneously therewith, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables also released as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be from all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation. In furtherance of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of the Notes if such release allows the Subsidiary Guarantor to be released from its Guarantee of all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation and shall such Subsidiary Guarantor is subsequently released from its Guarantee of such outstanding Senior Subordinated Indebtedness or Subordinated Obligation. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the Trustee an Officers’ Certificate certifying to that effect as of the date of such Officers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary or the Trustee, the Subsidiary Guarantee of such Subsidiary shall terminate and be an Excluded Asset of no further force or an Immaterial Subsidiaryeffect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 16. A Subsidiary Guarantee by a Subsidiary Guarantor shall be signed in the name and on behalf of such Subsidiary Guarantor by the manual or facsimile signature of its President, any Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), its Treasurer, its Secretary or any Assistant Secretary. A Subsidiary Guarantee bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the Subsidiary Guarantee or did not hold such offices at the date of such Subsidiary Guarantee.

Subsidiary Guarantors. In the event that (1) the Borrower or any Obligor Subsidiary Guarantor shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a Foreign Subsidiaryan Excluded Asset, an Excluded Asset Immaterial Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) ), or (2) any Financing Subsidiary, Foreign Subsidiary,Excluded Asset or Immaterial Subsidiary or Subsidiary of a Foreign Subsidiary that is a Domestic Subsidiary shall no longer constitute an aan “Excluded Financing Subsidiary”, “Foreign Subsidiary”,Excluded Asset” or ”, “Immaterial Subsidiary” ”, or “Subsidiary of a Foreign Subsidiary”, respectively or any Controlled Foreign Corporation Subsidiary shall no longer constitute a “Controlled Foreign CorporationSubsidiary”, as applicablein each case, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 5.08) or (3) any Subsidiary guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of such dateany Material Indebtedness (other than Material Indebtedness of a Financing Subsidiary), for which an Obligor is a borrower or guarantor, the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent) following cause such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement and the other Loan Documents pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries, Foreign Subsidiaries or Controlled Subsidiaries of Foreign Corporations Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign CorporationSubsidiary or Subsidiary of a Foreign Subsidiary, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).767537780768227557

Subsidiary Guarantors. In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a CFC, a Tax Blocker Subsidiary or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a CFC, a Tax Blocker Subsidiary or a Transparent Subsidiary); (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation CFC shall no longer constitute a “Controlled Foreign Corporation”, as applicable, CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08) or (4) any Tax Blocker Subsidiary shall no longer constitute a “Tax Blocker Subsidiary” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within thirty (30) in each case, on or before 90 days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such CFC, Transparent Subsidiary or Tax Blocker Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former CFC, former Transparent Subsidiary or former Tax Blocker Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For ; provided that each Subsidiary of MCC (other than any Financing Subsidiary, CFC or Transparent Subsidiary of MCC) shall provide such deliverables substantially concurrently with the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws consummation of the country in which such Subsidiary is located, in form and substance reasonably acceptable to Mergers. (ii) The Borrower acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for 747507610 22702620 purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded AssetsAssets or, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed if reasonably requested by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 6(a) of the Third Amendment upon the Third Amendment Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations non-Domestic Subsidiaries in jurisdictions reasonably acceptable to the Administrative Agent (it being understood that, as of the Third Amendment Effective Date, Luxembourg, is reasonably acceptable to the Administrative Agent) to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporationnon-Domestic Subsidiary, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor [[6408684]] BUSINESS.31771526.2 under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In Such Obligor shall take such action, and shall cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that, at all times, all Subsidiaries (other than any Excluded Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b)), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that (1) Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than any new Excluded Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b)) (it being understood that any Excluded Subsidiary ceasing to be an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is but remaining a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic formed or acquired at the time it ceases to be an Excluded Subsidiary for purposes of this Section 5.08 as of such date8.12), the Borrower will causesuch Obligor and its Subsidiaries shall, within thirty (30) days of such formation or acquisition (or such longer period time as shall be reasonably agreed consented to by the Administrative AgentAgent in writing): (i) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (andhereunder, therebyand a “Grantor” under the Security Agreement, an “Obligor”) under pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering certificates evidencing Equity Interests together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the Property of such new Subsidiary (other than any Excluded Assets (as defined in the Security Agreement)) as collateral security for the Obligations; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Secured Parties in respect of all outstanding issued Equity Interests of such Subsidiary; and (iv) deliver such proof evidence of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date 6.01 or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person Majority Lenders shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)have requested.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC or formed prior to the Sixth Amendment Effective Date, a CFC, a Transparent Subsidiary or an Excluded Asset SBIC Subsidiary formed with the prior written consent of the Administrative Agent and the Required Lenders following the Sixth Amendment Effective Date), or Immaterial that any other Person shall become a “Subsidiary) ” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or that becomes a “Subsidiary” prior to the Sixth Amendment Effective Date, a CFC, a Transparent Subsidiary or an SBIC Subsidiary formed with the prior written consent of the Administrative Agent and the Required Lenders following the Sixth Amendment Effective Date), (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (3) any SBIC Subsidiary shall no longer constitute aan “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), or (4) any Florida Sidecar Subsidiary shall no longer constitute a “Florida Sidecar Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary or, as applicable, Florida Sidecar Subsidiary, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary or, as applicable, Florida Sidecar Subsidiary, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary formed prior to the Sixth Amendment Effective Date as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor formed prior to the Sixth Amendment Effective Date or, with the prior written consent of the Administrative Agent and the Required Lenders, following the Sixth Amendment Effective Date, as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or any other Loan Document. (iv) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each Florida Sidecar Subsidiary as an Immaterial Obligor only for so long as such Person qualifies as a “Florida Sidecar Subsidiary)” pursuant to the definition thereof, and thereafter such Person shall no longer constitute a “Florida Sidecar Subsidiary” for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. In The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (including all Subsidiaries formerly, but no longer, qualifying as Excluded Subsidiaries) are "Subsidiary Guarantors" hereunder. Without limiting the generality of the foregoing, in the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)hereunder, the Borrower and its Subsidiaries will causecause such new Subsidiary to (i) become a "Subsidiary Guarantor" hereunder, within thirty and a "Securing Party" under the Security Agreement pursuant to a Guarantee Assumption Agreement, (30ii) days cause such Subsidiary to take such action (or including, without limitation, delivering such longer period shares of stock, executing and delivering such Uniform Commercial Code financing statements) as shall be reasonably agreed by necessary to create and perfect valid and enforceable first priority Liens on substantially all of the Administrative Agent) following such Person becoming a new Domestic Subsidiary, personal Property of such new Domestic Subsidiary to become a “as collateral security for the obligations of such new Subsidiary Guarantor” hereunder and (and, thereby, an “Obligor”iii) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon 7.01 on the Effective Closing Date or as the Administrative Agent shall have reasonably requested. For Notwithstanding anything contained herein to the avoidance contrary, (x) no Subsidiary of doubt, the Borrower may elect to cause any that (1) is organized and conducts substantially all of its business outside of the United States of America (a "Foreign Subsidiary") or (2) qualifies as an Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person Subsidiary shall be required to become a "Subsidiary Guarantor and executing and delivering Guarantor" hereunder or a Guarantee Assumption Agreement (and, if requested by "Securing Party" under the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect (y) unless the Majority Lenders reasonably determine that a Foreign Subsidiary (including its Subsidiaries) is material to modifications the Property, business, operations, financial condition, prospects or liabilities of the Borrower and its Subsidiaries taken as a whole, no capital stock of any Foreign Subsidiary shall be required to reflect requirements be pledged under the laws Security Agreement and (z) notwithstanding the preceding clause (y), no more than 65% of the country in which such voting stock of any Foreign Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer required to be an Excluded Asset or an Immaterial Subsidiary)pledged under the Security Agreement.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement Agreement, provided that (andi) with respect to any Foreign Subsidiary, such Foreign Subsidiary shall, if requested by the Administrative Agent or the Collateral Agent with respect execute and deliver (and cause its parent to any Controlled Foreign Corporation, executing execute and delivering deliver) a customary guarantee and and/or security agreement governed by the laws of the country in which such Foreign Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee Agent and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than (ii) with respect to modifications any Excluded Asset or Immaterial Subsidiary, the Borrower shall only be required to reflect requirements under execute and deliver a Guarantee Assumption Agreement with respect to the laws obligations of the country in which such Subsidiary is located, Borrower and no other deliverables will be deemed reasonably acceptable) and other deliverables required by such Excluded Asset or Immaterial Subsidiary, as required for a Subsidiary Guarantor under applicable, to satisfy this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1i) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial SBIC Subsidiary), (ii) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic the Structured Subsidiary shall no longer constitute an the “Excluded Asset” or “Immaterial Structured Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08) or (iii) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiaryin each case, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude the Structured Subsidiary as an Obligor only for so long as such Person qualifies as the “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a no longer constitute the “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1a) any Obligor shall form or acquire any new Domestic Subsidiary Subject to paragraphs (other than an Excluded Asset or Immaterial Subsidiaryb), (c) or and (2d) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)5.09, the Borrower will cause, within thirty at all times shall cause all of its Wholly Owned Subsidiaries that are guarantors of any of the Notes to be Subsidiary Guarantors. (30b) Within 30 days (or such longer period later date as the Administrative may agree to) after any domestic Wholly Owned Subsidiary of the Borrower becomes a guarantor of any of the Notes, the Borrower shall be reasonably agreed by cause such domestic Wholly Owned Subsidiary to execute and deliver a Joinder to the Administrative Agent. (c) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” If at any time (and, thereby, an “Obligor”i) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering no longer guarantees any of the Notes (other than as a Guarantee Assumption result of a payment upon its guarantee), (ii) a Subsidiary Guarantor is dissolved, sold, merged, amalgamated or otherwise disposed of in a manner permitted by this Agreement (and, if requested as a result thereof, such Subsidiary Guarantor ceases to exist or ceases to be a Subsidiary of the Borrower or (iii) the aggregate outstanding principal amount of the Notes is equal to or less than US$150,000,000, (A) such Subsidiary Guarantor (or, in the case of clause (iii) above, each of the Subsidiary Guarantors) shall be automatically released from its obligations hereunder, without any need for any formal action by the Administrative Agent or any Lender, and (B) the Collateral Agent with respect to Borrower shall provide notice of any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable event to the Administrative Agent. Upon the written request of the Borrower, the Administrative Agent and shall execute any documents reasonably requested by the Collateral AgentBorrower in order to acknowledge the release of any Subsidiary Guarantor from its obligations as a Subsidiary Guarantor. (d) Notwithstanding anything contained herein to the contrary, it being understood that a guarantee and security agreement no Wholly Owned Subsidiary that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for directly or indirectly owned by a Subsidiary Guarantor under this Section 5.08(a) (at which point such that is not a U.S. Person shall be required to be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)Guarantor.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Controlled Foreign Corporations, Excluded Assets, Assets or Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)hereunder, the Borrower and its Subsidiaries will cause, within thirty (30) days (or cause such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to (i) become a “Subsidiary Guarantor” (andhereunder, thereby, and an “Obligor”” under the Security Agreement pursuant to a Borrower Subsidiary Guarantor Assumption Agreement, duly completed and executed by such Subsidiary, (ii) under a Guarantee Assumption Agreement deliver certificates (if any) of ownership interests of any Subsidiaries of such new Subsidiary in each case accompanied by undated stock or other similar powers executed in blank and to (iii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon 5.01 on the Third Restatement Effective Date or as the Administrative Agent shall have reasonably requested. For Notwithstanding the avoidance of doubtforegoing, the Borrower may elect shall not be required to cause any Non-Media Subsidiary of the Borrower (or any of such Subsidiary’s Non-Media Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security Documents, so long as the following requirements are satisfied: (a) such Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-Recourse Indebtedness and has not guaranteed or otherwise provided credit support at the time of such designation for any Indebtedness of the Borrower or any of its Subsidiaries (other than the Subsidiaries of such Subsidiary); (b) such Subsidiary is directly owned by a Guarantor hereunder which is a Wholly Owned Subsidiary and the Capital Stock of such Guarantor has been pledged in favor of the Administrative Agent pursuant to the Security Agreement and (c) at the time of acquisition of such Subsidiary by the Borrower, the entering into of a Borrower Subsidiary Guarantor Assumption Agreement by such Subsidiary (and its Subsidiaries) would violate any provision of applicable law or any agreement to which such Subsidiary is a party; provided that if at any time thereafter such Subsidiary (or any of its Subsidiaries) shall cease to be subject to the prohibitions referred to in clause (c) above, the Borrower will take such action, and will cause each of its Subsidiaries to take such action, promptly to ensure that such Subsidiary (and/or the relevant Subsidiary or Subsidiaries of such Subsidiary) become “Subsidiary Guarantors” hereunder and/or “Obligors” under the Security Documents, as applicable, and in that connection to satisfy the requirements under the immediately succeeding paragraph. In addition, notwithstanding anything herein to the contrary, the Borrower shall not be required to, or to cause any of its Excluded AssetsSubsidiaries to, Immaterial pledge the Capital Stock of any Non-Media Subsidiary owned by the Borrower and its Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person that is not required to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (andpursuant to the immediately preceding sentence, if requested if, at the time of the acquisition of such Non-Media Subsidiary by the Administrative Agent Borrower, such pledge would violate any provision of applicable law or the Collateral Agent with respect any agreement to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Non-Media Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)party.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any [[60731336359722]] Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed if reasonably requested by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 6(a) of the First Amendment upon the First Amendment Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Assets or Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, (ix) promptly provide notice to the Administrative Agent together with an updated Schedule 3.12(a) and (iiy) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or or, in each case, such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Restatement Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary)”, as applicable, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08) or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08) or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor Subsidiary Guarantors shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Asset, a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) or (2ii) any Excluded Asset Asset, Financing Subsidiary or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset”, “Financing Subsidiary” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed to by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Assets or Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required 112 Revolving Credit Agreement for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event The Borrower shall take such action from time to time as shall be necessary to ensure that (1x) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary each of its Subsidiaries that is a Domestic party to this Agreement as of the date hereof will be and will remain an Obligor and Subsidiary shall no longer constitute Guarantor hereunder (except as otherwise permitted by Section 9.03), and (y) each of its other Subsidiaries, whether direct or indirect, now existing or hereafter created, will, within ten (10) Business Days of becoming a Subsidiary, become an “Excluded AssetObligor” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become and a “Subsidiary Guarantor” pursuant to this Section 8.11. Without limiting the generality of the foregoing, if the Borrower or any of its Subsidiaries forms or acquires any new Subsidiary, then the Borrower concurrently shall (andunless otherwise agreed by the Administrative Agent in its sole discretion), thereby, within ten (10) Business Days of such event: (i) cause such Subsidiary to become an “Obligor”” and a “Subsidiary Guarantor” hereunder, a “Grantor” (or the equivalent thereof) under the applicable Security Document, and a Guarantee Assumption “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) take such action or cause such Subsidiary to take such action (including joining the Security Agreement or the applicable Security Documents and delivering certificated Equity Interests together with undated transfer powers executed in blank, applicable control agreements, and other instruments) as shall be deemed reasonably necessary or desirable by the Administrative Agent to create and perfect, in favor of the Administrative Agent, for the benefit of the Secured Parties, valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary as collateral security for the Obligations hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Administrative Agent, for the benefit of the Secured Parties, in respect of all outstanding issued Equity Interests of such Subsidiary (or, with respect to any Foreign Subsidiary, sixty five percent (65%) of the Equity Interests in such Foreign Subsidiary to the extent that a pledge of more than sixty five percent (65%) would result in a U.S. income tax consequence to the Borrower that would be both material and adverse) for the purpose of creating and perfecting, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority Lien on such Equity Interests; and (iv) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower each Obligor pursuant to Section 4.01 upon the Effective Date 6.01 or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08),; (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08),; or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Asset, Immaterial Subsidiary or Immaterial Joint Venture Subsidiary) or (2) any Excluded Asset Asset, Immaterial Subsidiary or Immaterial Joint Venture Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset”, “Immaterial Subsidiary” or “Immaterial Joint Venture Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries, Joint Venture Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or Asset, an Immaterial Subsidiary or a Joint Venture Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon (as in effect on the Effective Date) on the Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary)”, as applicable, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor Subsidiary Guarantors shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Asset, a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) or (2ii) any Excluded Asset or Asset, Financing Subsidiary, Foreign Subsidiary, Immaterial Subsidiary that is or Subsidiary of a Domestic Foreign Subsidiary shall no longer constitute an “Excluded Asset”, “Financing Subsidiary”, “Immaterial Subsidiary”, “Foreign Subsidiary” or “Immaterial Subsidiary of a Foreign Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed to by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations Subsidiaries or Subsidiaries of a Foreign Subsidiary to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign CorporationSubsidiary or Subsidiary of a Foreign Subsidiary, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security 105 Revolving Credit Agreement Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1) any Obligor the Company shall form or cause to be formed or acquire any new Domestic Subsidiary (other than a Securitization Entity, an Excluded Asset or Unrestricted Subsidiary, an Immaterial Subsidiary) , a Foreign Subsidiary or (2) a Subsidiary that is not a Wholly Owned Subsidiary), including, without limitation, upon the formation of any Excluded Asset or Immaterial Subsidiary that is a Domestic Delaware Divided LLC, after the date hereof then, subject to clause (c) below, the Company will, and will cause each of its Restricted Subsidiaries to, cause such new Subsidiary shall no longer constitute an “Excluded Asset” within ten Business Days of such formation or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute acquisition: (i) to execute and deliver to the Administrative Agent a “Controlled Foreign Corporation”Joinder Agreement (and thereby to become a party to this Agreement, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” hereunder, and to the Pledge Agreement, as a “Securing Party” thereunder) and to pledge and grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Lenders, the Lenders, the Secured Cash Management Banks and the Secured Swap Providers a security interest in any property owned by it that is of the type included in the definition of “Collateral” under the Pledge Agreement (it being understood that in the case of (x) any equity interest in any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, such Obligors shall not be required to pledge to the Administrative Agent, for the benefit of the Lenders, more than 65% of the voting capital stock of such Subsidiary, but shall be required to pledge 100% of any other capital stock of such Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956(c)(2)) and (y) any equity interest in any Foreign Subsidiary which is not directly owned by the Company or any Subsidiary Guarantor, no portion of the equity interests of such Foreign Subsidiary shall be required to be pledged); provided that, any equity interest in any Subsidiary shall not be required to be pledged to the extent the pledge of such equity interest would result in material adverse tax consequences to the Company or any of its Subsidiaries, as jointly determined by the Company and the Administrative Agent; (ii) to take such action (including delivering such shares of stock and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens consistent with the provisions of the Pledge Agreement on such Collateral under the Pledge Agreement; and, thereby, an “Obligor” (iii) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) officers and other documents as is consistent with those delivered by the Borrower each Subsidiary Guarantor pursuant to Section 4.01 5.01 upon the Third Restatement Effective Date or as the Administrative Agent shall have reasonably requested. For Without limiting the avoidance generality of doubtand notwithstanding the foregoing, prior to or concurrently with any Subsidiary becoming a guarantor in respect of any Senior Subordinated Notes, Senior Notes, New Senior Subordinated Notes or New Senior Notes (or in respect of any Permitted First Lien Notes or Refunding Indebtedness), the Borrower may elect to Company shall cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person Subsidiary to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by hereunder in compliance with the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws provisions of the country in which preceding paragraph, whether or not such Subsidiary is located, in form and substance reasonably acceptable otherwise required to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)hereunder.

Subsidiary Guarantors. In (i) InWithout limiting Section 6.17, in the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), (2) any Excluded Asset or Immaterial SBIC Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such dateStructured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposespurpose of this Section 5.08) oxxxx (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, (i) promptly provide notice thereof to the Administrative Agent and (ii) on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC and each Transparent Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that thereafter such Person shall no longer constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, for any purpose of this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary contained herein, so long as (1) no Default exists, (2) the Borrowing Base is substantially in the form at least 115% of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under Covered Debt Amount at all times during the laws of the country period in which such Subsidiary no longer constitutes a “Structured Subsidiary”, (3) such Subsidiary no longer constitutes a “Structured Subsidiary” solely for failing to satisfy clause (d)(1) of the definition thereof and (4) the Borrower delivers to the Administrative Agent a certificate of a Financial Officer certifying as to each of the foregoing conditions, such Subsidiary may be redesignated a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, to the extent that (x) at the time such Subsidiary fails to qualify as a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, such Subsidiary is locatedin good faith negotiating with an unaffiliated third party to provide such Subsidiary with third party financing and (y) within thirty (30) days of the date on which such Subsidiary fails to qualify as a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, such Subsidiary enters into definitive documentation relating to such third party financing; provided, further, that it is expressly agreed that if such third party financing is not obtained within such 30-day period, the Borrower shall immediately cause such Subsidiary to become a “Subsidiary Guarantor” in accordance with Section 5.08(a)(i) (and it will be deemed reasonably acceptablean Event of Default hereunder if such Subsidiary has not become a “Subsidiary Guarantor” in accordance with Section 5.08(a)(i) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point on such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary30th day)...

Subsidiary Guarantors. In Each Subsidiary of the event that (1) any Obligor Company listed on Schedule I hereto shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to initially be a “new” Domestic Subsidiary for purposes Guarantor. For so long as the Company’s 81/2 % Senior Subordinated Notes due 2011 are outstanding, (a) if any other Subsidiary of this Section 5.08 as of such date)the Company shall become a subsidiary guarantor under the Company’s 81/2% Senior Subordinated Notes due 2011, the Borrower will cause, within thirty (30) days (or Company shall cause such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person concurrently to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, b) if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws Subsidiary of the country in which Company is released from its Guarantee of the Company’s 81/2% Senior Subordinated Notes due 2011, then such Subsidiary is located, in form and substance reasonably acceptable shall cease to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s 81/2% Senior Subordinated Notes due 2011 when due at maturity, upon redemption, repurchase or otherwise, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or Subordinated Obligation that shall be Guaranteed by any Subsidiary of the Company and such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 17) to become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary, except that such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s 81/2% Senior Subordinated Notes due 2011 are outstanding and such Subsidiary is not added as a guarantor under the 81/2% Senior Subordinated Notes due 2011; provided, however, that such exception shall expire when the 81/2% Senior Subordinated Notes due 2011 cease to be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder. If (a) any such Subsidiary which shall become a Subsidiary Guarantor of the Notes pursuant to the immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, or (b) if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the Trustee an Excluded Asset Officers’ Certificate certifying to that effect as of the date of such Officers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary or an Immaterial Subsidiarythe Trustee, the Subsidiary Guarantee of such Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 17. A Subsidiary Guarantee by a Subsidiary Guarantor shall be signed in the name and on behalf of such Subsidiary Guarantor by the manual or facsimile signature of its President, any Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), its Treasurer, its Secretary or any Assistant Secretary.

Subsidiary Guarantors. In (i) Without limiting Section 6.17, in the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), (2) any Excluded Asset or Immaterial SBIC Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such dateStructured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed a “new” Subsidiary for purpose of this Section 5.08) and (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, (i) promptly provide notice thereof to the Administrative Agent and (ii) on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC and each Transparent Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or an Immaterial “Transparent Subsidiary)”, respectively, for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof, (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”Structured Subsidiary” pursuant to the definition thereof (including, as applicablefor the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as xxx “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a no longer constitute xxx “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In Upon the event execution of the Credit Facility, the Company shall cause each Subsidiary of the Company that guarantees the Credit Facility concurrently to become a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 11.01. For so long as the Credit Facility is outstanding, (1a) if any Obligor other Subsidiary of the Company shall form or acquire become a guarantor under the Credit Facility, the Company shall cause such Subsidiary to concurrently become a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 11.01 and (b) if any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to of the definition thereof (in which case such Person shall be deemed Company ceases to be a “new” Domestic Subsidiary for purposes Guarantor under the Credit Facility, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the termination of this Section 5.08 the Credit Facility, except as of such date)described below, the Borrower will causeSubsidiary Guarantors that had not previously ceased to be a Subsidiary Guarantor hereunder shall cease to be Subsidiary Guarantors hereunder. The form of supplemental indenture to be executed by new Subsidiary Guarantors is attached hereto as Exhibit C. In addition, within thirty (30) days (or such longer period as if at any time any indebtedness for borrowed money constituting senior indebtedness shall be reasonably agreed Guaranteed by any Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 16) of the Administrative Agent) following Company and such Person becoming Subsidiary is not a new Domestic SubsidiarySubsidiary Guarantor of the Notes, the Company shall cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” Guarantor hereunder, except that such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s Credit Facility is outstanding and such Subsidiary is not added as a guarantor under the Credit Facility; provided, however, that such exception shall expire when the Credit Facility ceases to be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder if such indebtedness for borrowed money constituting senior indebtedness is then outstanding and Guaranteed by such Subsidiaries. If (and, thereby, an “Obligor”a) under any such Subsidiary which shall become a Guarantee Assumption Agreement and to deliver such proof Subsidiary Guarantor of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower Notes pursuant to Section 4.01 upon the Effective Date immediately preceding sentence is released from its Guarantee of such senior indebtedness, or as the Administrative Agent (b) if such senior indebtedness is no longer outstanding, then such Subsidiary shall have reasonably requestedcease to be a Subsidiary Guarantor hereunder. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a may be released from its Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral AgentNotes so long as contemporaneously therewith, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables also released as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be from all of the Company’s then outstanding senior indebtedness. In furtherance of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of the Notes if such release allows the Subsidiary Guarantor to be released from its Guarantee of all of the Company’s then outstanding senior indebtedness and shall such Subsidiary Guarantor is subsequently released from its Guarantee of such outstanding senior indebtedness. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the Trustee an Officers’ Certificate certifying to that effect as of the date of such Officers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary or the Trustee, the Subsidiary Guarantee of such Subsidiary shall terminate and be an Excluded Asset of no further force or an Immaterial Subsidiaryeffect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 16. A Subsidiary Guarantee by a Subsidiary Guarantor shall be signed in the name and on behalf of such Subsidiary Guarantor by the manual or facsimile signature of its President, any Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), its Treasurer, its Secretary or any Assistant Secretary. A Subsidiary Guarantee bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the Subsidiary Guarantee or did not hold such offices at the date of such Subsidiary Guarantee.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or or, in the case of the acquisition of Alpine, 90 days, and in each case such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or an “Immaterial Subsidiary).116

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than an Excluded Subsidiary), (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (or the defined terms therein) (including, for the avoidance of doubt, if a Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party), in which case such Person Subsidiary shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)5.08, the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a Subsidiary or such Excluded Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Excluded Subsidiary, such new Domestic Subsidiary as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary). (ii) Without limiting the foregoing, the Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer constitute an “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) Without limiting the foregoing, the Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer constitute an “SBIC Subsidiary” for any purpose of this Agreement or any other Loan Document.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed if reasonably requested by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 6(a) of the Third Amendment upon the Third Amendment Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations non-Domestic Subsidiaries in jurisdictions reasonably acceptable to the Administrative Agent to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporationnon-Domestic Subsidiary, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC, a Tax Blocker Subsidiary or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, a Tax Blocker Subsidiary or a Transparent Subsidiary); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08) or (6) any Tax Blocker Subsidiary shall no longer constitute a “Tax Blocker Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within thirty (30) in each case, on or before 90 days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Tax Blocker Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former Tax Blocker Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by solely in the Administrative Agentcase of any Subsidiary that is not an Immaterial Subsidiary at the time it becomes an Obligor) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any [[60787996351539]] Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed if reasonably requested by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 6(a) of the First Amendment upon the First Amendment Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Assets or Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, an Excluded Asset or Immaterial Subsidiary) , a CFC or a Transparent Subsidiary), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, an Immaterial Subsidiary, a CFC or a Transparent Subsidiary), (2) any Excluded Asset or Immaterial SBIC Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such dateStructured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed a “new” Subsidiary for purpose of this Section 5.08), (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof, or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, (i) promptly provide notice thereof to the Administrative Agent and (ii) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, Immaterial Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former Immaterial Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary), (2) any Excluded Asset Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), or Immaterial Subsidiary that is a Domestic (3) any SBIC Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial SBIC Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (iii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In (i) Without limiting Section 6.17, inIn the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a CFC or Immaterial a Transparent Subsidiary) ), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), (2) any Excluded Asset or Immaterial SBIC Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such dateStructured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed a “new” Subsidiary for purpose of this Section 5.08) and, (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof and (6) MCC Holdco shall no longer constitute an “Excluded Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, (i) promptly provide notice thereof to the Administrative Agent and (ii) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or, Transparent Subsidiary or MCC Holdco, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or, former Transparent Subsidiary or former Excluded Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (ii) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary, it being understood that each SBIC Subsidiary, each CFC and, each Transparent Subsidiary and MCC Holdco as an Obligor only for so long as such Person qualifies as a guarantee “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or, “Transparent Subsidiary” or “Excluded Subsidiary”, respectively, pursuant to the definition thereof, and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be an constitute a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or, “Transparent Subsidiary” or “Excluded Asset Subsidiary”, respectively, for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Structured Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such datePerson shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Effective Date or and as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the . (i) The Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to acknowledges that the Administrative Agent and the Collateral AgentLenders have agreed to exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. (ii) The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary Guarantor as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded AssetsAssets or, Immaterial Subsidiaries or Controlled Foreign Corporations Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and , provided that (andi) with respect to any Foreign Subsidiary, such Foreign Subsidiary shall, if requested by the Administrative Agent or the Collateral Agent with respect execute and deliver (and cause its parent to any Controlled Foreign Corporation, executing execute and delivering deliver) a customary guarantee and and/or security agreement governed by the laws of the country in which such Foreign Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee Agent and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than (ii) with respect to modifications any Excluded Asset or Immaterial Subsidiary, the Borrower shall only be required to reflect requirements under execute and deliver a Guarantee Assumption Agreement with respect to the laws obligations of the country in which such Subsidiary is located, will be deemed reasonably acceptable) Borrower and no other deliverables as aswill be required for a aby such Excluded Asset or Immaterial Subsidiary Guarantor under under, as applicable, to satisfy this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1) If any Obligor shall form or acquire any new Domestic Subsidiary of a Loan Party (other than an Excluded Asset Subsidiary or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial a Subsidiary that is a Domestic party to this Credit Agreement and the Collateral Documents) is formed or acquired after the Agreement Date or if an Excluded Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed ceases to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)an Excluded Subsidiary, the Borrower will cause, notify the Credit Parties in writing thereof within thirty (30) 30 days following the date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (or such longer period later date as shall may be reasonably agreed by acceptable to the Administrative AgentAgent in its sole discretion) following and, by such Person becoming a new Domestic Subsidiary, date: (i) the Borrower will cause each such new Domestic Subsidiary to become (A) execute and deliver a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Joinder Agreement and a Perfection Certificate and (B) promptly take such actions to deliver create and perfect Liens on such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by Subsidiary’s assets to secure the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or Secured Obligations as the Administrative Agent shall have reasonably requested. For request (including the avoidance execution and delivery of doubtany collateral document necessary or appropriate to create and perfect Liens with respect to such Subsidiary’s Material Real Property), (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Loan Party, the Borrower may elect will cause such Equity Interests to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations be pledged pursuant to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by Documents not later than the laws of 30th day after the country in date on which such Subsidiary is locatedformed or acquired or ceases to be an Excluded Subsidiary, (iii) the Borrower will cause each such Subsidiary to become a party to the Master Intercompany Note not later than the 30th day after the date on which such Subsidiary is formed or acquired or ceases to be an Excluded Subsidiary, in form and substance reasonably acceptable and (iv) the Borrower will deliver or cause to be delivered to the Administrative Agent such certificates and the Collateral Agentlegal opinions, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which as would have been required had such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for been a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)on the Closing Date.

Subsidiary Guarantors. In the event that (1i) any Obligor shall form or acquire any new Domestic Subsidiary (Each Material Subsidiary, other than an Excluded Asset the Specified Subsidiaries, shall become a Guarantor on the Effective Date, and shall remain a Guarantor until the earlier of the Investment Grade Rating Date or Immaterial date on which it is no longer a Material Subsidiary and is released pursuant to clause (e) below, subject to re-instatement as a Guarantor by operation of clause (ii) below. Following the Effective Date and at all times prior to the Investment Grade Rating Date, not later than the applicable Required Delivery Date, the Borrower shall cause any Person that is or becomes a Material Subsidiary) or (2) any Excluded Asset or Immaterial , and each Specified Subsidiary that is a Domestic Material Subsidiary as of the Required Delivery Date, to deliver to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the other items required to be delivered under the following subsection (d), to the extent not previously delivered. Additionally, promptly (and in any event not later than the applicable Required Delivery Date) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from being a Material Subsidiary on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall no longer constitute comply with the provisions of this subsection (b) and become an “Excluded Asset” additional Guarantor. (ii) At all times after the Investment Grade Rating Date, the Borrower shall, not later than the applicable Required Delivery Date, cause any Subsidiary that is not already a Guarantor to execute and deliver to the Administrative Agent an Accession Agreement (or “Immaterial Subsidiary” if at any time the Guaranty delivered pursuant to Section 4.1 has been terminated after a release of all Guarantors party thereto, a Guaranty), together with the other items required to be delivered under the immediately following subsection (d), if such Subsidiary (A)(i) owns one or more Eligible Properties or (ii) directly or indirectly owns any Controlled Foreign Corporation shall no longer constitute Equity Interest in a “Controlled Foreign Corporation”Subsidiary that owns one or more Eligible Properties, and (B) incurs, guarantees or otherwise becomes obligated in respect of Recourse Indebtedness. Any such Accession Agreement (or Guaranty, as applicable, ) delivered pursuant to the definition thereof clauses (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes i) or (ii) of this Section 5.08 as of such date)5.13(b) and the other items required under the immediately following subsection (d) shall, the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed unless otherwise approved by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary be delivered to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For not later than (x) in the avoidance case of doubtSpecified Subsidiaries, June 15, 2017, and (y) for any other Material Subsidiary, the Borrower may elect date on which the Compliance Certificate is required to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent be delivered with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by fiscal quarter (or fiscal year in the laws case of the country in fourth fiscal quarter) during which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form any of the Guarantee and Security Agreement, other than with respect above conditions first applies to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiarythe “Required Delivery Date”).

Subsidiary Guarantors. In the event that (1a) Promptly after any Obligor shall form or acquire any new Domestic Person is required by Section 6.01(f) to be disclosed as an Eligible Material Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) and in any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such dateevent within 30 days thereafter), the Borrower will cause, within thirty Company shall cause such Person to (30i) days (become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or document as the Administrative Agent shall have reasonably requested. For the avoidance of doubtdeem appropriate for such purpose, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable ii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v) and (vi) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this Section 6.11(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (i) Upon and no later than 30 days after the delivery to the Administrative Agent of the annual Financial Statements and accompanying Compliance Certificate pursuant to Section 6.01(b) and (c), in relation to any Subsidiary Guarantor that has ceased to be a Material Subsidiary as of the end of such fiscal year, or (ii) upon and no later than 30 days after the Company receives notice that a Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of the satisfaction of clause (a) or (b) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Foreign Obligor hereunder and the Collateral AgentCompany is unable, it being understood with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an Eligible Material Subsidiary (in either case, a “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of clause (a) of the definition of “Ineligible Material Subsidiary,” which the Company is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such proviso shall not apply), the Company may deliver to the Administrative Agent a guarantee and security agreement that is substantially duly executed certificate of a Responsible Officer of the Company, in the form of Exhibit J (“Guarantor Release Certificate”) and, upon the Guarantee and Security Agreementreceipt of such certificate by the Administrative Agent, other than with respect such Releasable Subsidiary shall thereupon cease to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor, subject to the possible future application of Section 6.11(a). The Administrative Agent shall with reasonable promptness execute and deliver such reasonable release documentation (which shall contain appropriate representations and warranties by the Company as to the circumstances underlying such release transaction, but shall require no representation, warranty or other undertaking on the part of the Administrative Agent) as the Company may reasonably request to evidence the release and termination of the Subsidiary Guaranty as to such Releasable Subsidiary. No release of any Subsidiary Guarantor and shall no longer be an Excluded Asset in any way modify, affect or an Immaterial Subsidiary)impair the enforceability of the Subsidiary Guaranty in respect of any other Subsidiary Guarantor.

Subsidiary Guarantors. In (a) Each Subsidiary Guarantor may not consolidate, amalgamate or merge with or into or wind up into (whether or not the event that (1) applicable Subsidiary Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Obligor shall form or acquire any new Domestic Restricted Subsidiary (other than an Excluded Asset Issuer) unless: (i) the applicable Subsidiary Guarantor is the surviving Person or Immaterial Subsidiarythe Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or (2) any Excluded Asset to which such sale, assignment, transfer, lease, conveyance or Immaterial Subsidiary that other disposition will have been made is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” Person organized or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements existing under the laws of the country in which jurisdiction of organization of such Subsidiary is locatedGuarantor or under the laws of a Permitted Jurisdiction (such Subsidiary Guarantor or such Person, as the case may be, being herein called “Successor Subsidiary Guarantor”); (ii) the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Notes and this Indenture pursuant to a supplemental indenture; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, shall have delivered, or cause to be delivered, to the Trustee an Opinion of Counsel (which may contain customary exceptions) stating that the Guarantee to be provided by such Successor Subsidiary Guarantor has been duly authorized, executed and delivered by such Successor Subsidiary Guarantor and constitutes the legal, valid and enforceable obligation of such Successor Subsidiary Guarantor; and (v) the Successor Subsidiary Guarantor shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) any Restricted Subsidiary may consolidate or amalgamate with or merge with or into a Subsidiary Guarantor; (B) any Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of such Subsidiary Guarantor solely for the purpose of reincorporating such Subsidiary Guarantor in a Permitted Jurisdiction; and (C) any Subsidiary Guarantor may be converted into, or reorganized or reconstituted in a Permitted Jurisdiction. (b) The Successor Subsidiary Guarantor (if other than the applicable Subsidiary Guarantor) will succeed to, and be deemed reasonably acceptable) and other deliverables as required for a substituted for, the applicable Subsidiary Guarantor under this Section 5.08(a) (at which point Indenture and such Person shall be a Subsidiary Guarantor’s Guarantee and in such event the applicable Subsidiary Guarantor will automatically be released and shall no longer be an Excluded Asset or an Immaterial Subsidiary)discharged from its obligation under this Indenture and such Subsidiary Guarantor’s Guarantee.

Subsidiary Guarantors. (a) The Issuers shall cause each Significant Subsidiary (each, an “Original Subsidiary Guarantor”) to execute and deliver, on or before Closing, the Subsidiary Guaranty. In addition to the event foregoing, the Issuers will at all times provide Guaranty Joinder Agreements (and the documents described in clause (b)(ii) below) from (i) their Wholly-Owned Subsidiaries such that for the most recently ended trailing four fiscal quarter period (1A) the Consolidated Adjusted EBITDA that is attributable only to the Wholly-Owned Subsidiaries that are Subsidiary Guarantors is not less than 95% of the Consolidated Adjusted EBITDA that is attributable to all of the Company’s Wholly-Owned Subsidiaries and (B) the aggregate Net Revenues of the Wholly-Owned Subsidiaries that are Subsidiary Guarantors (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly-Owned Subsidiaries) do not constitute less than 95% of the aggregate Net Revenues of all of the Wholly-Owned Subsidiaries of the Company (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly-Owned Subsidiaries) and (ii) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” guarantor or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant borrower of Indebtedness outstanding under the Credit Agreement. In addition to the definition thereof foregoing, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that for the most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the Subsidiary Guarantors is not less than 70% of Consolidated Adjusted EBITDA. Notwithstanding the immediately preceding sentence, if the Company complies with Section 9.9, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that for the most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the Subsidiary Guarantors is not less than 60% (in which case such Person shall be deemed rather than 70%) of Consolidated Adjusted EBITDA. (b) Within thirty days after the Issuers create or acquire a new Subsidiary that is required to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)Guarantor pursuant to paragraph (a) above, the Borrower will cause, within thirty Issuers shall (30i) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and by executing and delivering to the holders of Notes a Guarantee Assumption Guaranty Joinder Agreement promptly after acquisition or creation of such Subsidiary, and (andii) deliver (A) a certificate of good standing (or equivalent) for such Subsidiary from its jurisdiction of organization and (B) such other documents and certificates as the Required Holders or their counsel may reasonably request relating to the organization, if requested by existence and good standing of such Subsidiary, the Administrative Agent authorization of the transactions contemplated hereby, the authority of any natural Person executing the Guaranty Joinder Agreement on behalf of such Subsidiary and any other legal matters relating to such Subsidiary, this Agreement, the Guaranty Joinder Agreement or the Collateral Agent with respect transactions contemplated to any Controlled Foreign Corporationoccur hereby, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, all in form and substance reasonably acceptable satisfactory to the Administrative Agent Required Holders and their counsel. With respect to each new Subsidiary, whether or not such Subsidiary is required to provide a Guaranty Joinder Agreement pursuant to paragraph (a) above, the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in Issuers shall promptly send to the form holders of the Guarantee and Security Agreement, other than Notes written notice setting forth with respect to modifications to reflect requirements under such Person (i) the laws date on which such Person became a Subsidiary of the country Issuers and (ii) all of the data required to be set forth in which such Subsidiary Schedule 5.4 with respect to all Subsidiaries of the Issuers. 10. Section 9 of the Existing Note Purchase Agreement is located, will be deemed reasonably acceptable) and other deliverables hereby amended by adding the following new Section 9.9 at the end thereof as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).follows:

Subsidiary Guarantors. In Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries (other than any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor or Borrower under Section 8.12(b)(i)), are either, at the discretion of the Administrative Agent, “Subsidiary Guarantors” or Borrowers hereunder; provided that if adding any such Subsidiary as a Borrower would provide a material tax benefit to Borrowers (as reasonably determined by the Parent or Lead Borrower) and would not be materially less advantageous to the rights or remedies of the Administrative Agent and the Lenders (as compared to such Subsidiary being a Subsidiary Guarantor) (as reasonably determined by the Administrative Agent), then such Subsidiary shall become a Borrower hereunder. Without limiting the generality of the foregoing, in the event that (1) Parent or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an any new Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Foreign Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed not required to be a “new” Domestic Subsidiary for purposes of this Guarantor or a Borrower under Section 5.08 as of such date8.12(b)(i)), the Borrower such Obligor and its Subsidiaries will cause, within thirty (30) days of such formation or acquisition: (or such longer period as shall be reasonably agreed by the Administrative Agenti) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” or “Borrower” hereunder (andas applicable), therebyand a “Grantor” under the Security Agreement, pursuant to an “Obligor”Assumption Agreement; (ii) under a Guarantee Assumption Agreement take such action or cause such Subsidiary to take such action (including delivering such shares of stock or share capital, as applicable, together with undated transfer powers executed in blank or the equivalent thereof in any other jurisdiction) as shall be necessary to create and perfect (to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed the extent required by the Administrative Agentapplicable Security Document) valid and other documents as is consistent enforceable Liens with those delivered the priority required by the Borrower pursuant applicable Security Document (subject to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws Permitted Priority Liens) on substantially all of the country in which property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is located, in form and substance reasonably acceptable not a party to the Administrative Agent and Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form terms of the Guarantee Security Agreement and Security this Agreement, other than with respect cause the parent of such Subsidiary to modifications to reflect requirements under the laws execute and deliver a pledge agreement in favor of the country Secured Parties in which respect of all outstanding issued shares of such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).; and

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor Subsidiary Guarantor shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, an Excluded Asset or Immaterial Subsidiary) , a Foreign Subsidiary or a Subsidiary of a Foreign Subsidiary), or (2ii) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Financing Subsidiary, Immaterial Subsidiary” , Foreign Subsidiary or any Controlled Subsidiary of a Foreign Corporation Subsidiary shall no longer constitute a “Controlled Foreign CorporationFinancing Subsidiary”, “Immaterial Subsidiary”, “Foreign Subsidiary” or “Subsidiary of a Foreign Subsidiary” as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed to by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Financing Subsidiaries or Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset a Financing Subsidiary or an Immaterial Subsidiary).