Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

Additional Guarantors. (a) Prior If, after the Issue Date, a Subsidiary of the Issuer or Carnival plc (other than any Subsidiary Guarantor) becomes an issuer, borrower, obligor or guarantor with respect to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); Existing First-Priority Secured Notes or (ii) provide any other indebtedness for money borrowed of the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Issuer, Carnival plc or any Subsidiary Guarantor that of the Administrative Agent or Notes having, in each case, an aggregate principal amount in excess of $250.0 million, then the Issuer shall cause such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing causing such Subsidiary to execute a Supplemental Indenture and delivering to deliver it to the Administrative Agent a joinder agreement in substantially Trustee within 20 Business Days of the form of Exhibit G date on which it becomes an issuer, borrower, obligor or guarantor under the Existing First-Priority Secured Notes or such other document indebtedness; provided that the Issuer shall not be required to cause a Subsidiary to become a Guarantor if such Subsidiary would not be required to provide a guarantee under the Issuer’s, Carnival plc’s or any Subsidiary Guarantor’s Capital Markets Indebtedness. The Issuer shall cause any such Subsidiary to provide such information to the Trustee as is reasonably requested by the Administrative Agent Trustee in order to complete the Trustee’s know-your-customer review process to its reasonable satisfaction. Notwithstanding the foregoing, the Issuer shall deem appropriate not be obligated to cause a Subsidiary to guarantee the Notes to the extent that such Guarantee by such Subsidiary would reasonably be expected to give rise to or result in (x) any liability for the officers, directors or shareholders of such purposeSubsidiary, (y) any violation of applicable law that cannot be prevented or otherwise avoided through measures reasonably available to the Issuer or such Subsidiary or (z) any significant cost, expense, liability or obligation (including with respect to any taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (y) undertaken in connection with, such Guarantee which cannot be avoided through measures reasonably available to the Issuer or such Subsidiary. For the avoidance of doubt, the Trustee shall have no duty or obligation whatsoever to determine whether or not any such Subsidiary is required to become a Guarantor. (b) Notwithstanding anything to If on any date following the contrary contained in this AgreementIssue Date, (i) the Issuer (or, if the Issuer is not rated, Carnival plc) has received corporate or issuer credit ratings (or the equivalent) that are Investment Grade Ratings from at least two of the Rating Agencies, and (ii) no Default has occurred and is continuing (the occurrence of the events described in the event that the results of any such foregoing clauses (i) and (ii) being collectively referred to as a “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent Guarantee Fall-Away Event”), Section 4.07(a) shall have no further force and effect, and each Lender, such Subsidiary shall not be permitted to become Note Guarantee of a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertyreleased, regardless of whether the conditions set forth in each case without the prior written consent clauses (i) and (ii) of the Administrative Agent and the Required Lendersdefinition of Guarantee Fall-Away Event continue to be satisfied.

Additional Guarantors. (a) Prior to Notify the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: Administrative Agent (i) notify at the Administrative Agent in writing of time that any Required Person becomes a wholly owned Domestic Subsidiary Guarantor that is a Material Subsidiary or a non-wholly owned Domestic Subsidiary that is a Material Subsidiary not subject to any restrictions to provide a Guaranty, or (ii) at the time a Domestic Subsidiary acquires or creates a Subsidiary that complies with clauses (a) or (b) of the definition of Material Subsidiary, and, in each case, promptly thereafter (and in any event within sixty days), the Borrower shall or shall cause such time Person to the extent such Person is a Domestic Subsidiary of the type identified in clause (a)(i) or (a)(ii) above, become a Guarantor (each such Subsidiary being referred to hereinafter as if it is not already a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially counterpart of the form of Exhibit G Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) each of Section 4.01(a), 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 this clause (a) above) and an updated Schedule 5.13, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Notwithstanding anything In addition, the Borrower will not at any time permit either (i) the aggregate revenue generated by all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed an amount equal to ten percent (10%) of the consolidated aggregate revenues generated by the Borrower and its Subsidiaries for the Reference Period most recently ended or (ii) the aggregate book value of the aggregate assets of all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed ten percent (10%) of the then current book value of all assets of the Borrower and its Subsidiaries on a consolidated basis. The Borrower shall require certain Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to become Guarantors hereunder to the contrary contained in this Agreement, extent necessary to comply at all times with the preceding sentence and such Domestic Subsidiary shall thereafter remain a Guarantor hereunder. An Excluded Subsidiary that shall have become a Guarantor shall at all times thereafter cease to be treated as an Excluded Subsidiary for purposes of the calculations set forth in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersfirst sentence hereof.

Additional Guarantors. (a) Prior If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the inclusion of case may be, any Subsidiary shall have become a Property Material Domestic Subsidiary (or shall be otherwise designated as an Unencumbered Property a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) notify In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in writing its sole discretion) after delivery of any Required such financial statements, (1) cause such Material Domestic Subsidiary Guarantor that is not at to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such time a Guarantor (each such Subsidiary being referred Guaranty in form and substance reasonably satisfactory to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and Agent, (iii2) provide deliver to the Administrative Agent Agent, each Issuing Bank and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ivii) if In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, deliver the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent extent customary in an Applicable Foreign Jurisdiction) in form and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and each Lendersupplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Subsidiary Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be permitted required, nor shall the Administrative Agent be authorized, (A) to become a Guarantor, take any additional steps to perfect the above described pledges and for security interests by any means other than by (1) filings pursuant to the avoidance Uniform Commercial Code in the office of doubt no Property owned the secretary of state (or ground leased, directly or indirectly, similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertythe Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case without as expressly required herein or by the prior written consent Loan Documents, (B) to take any action with respect to any assets located outside of the Administrative Agent United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the Required LendersUSCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Additional Guarantors. (a) Prior If, from time to the inclusion of time, any Person qualifies as a Property as an Unencumbered Property hereunder Subsidiary Guarantor, the Borrower shall: shall (i) notify if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the Administrative Agent in writing of date any Required Subsidiary Guarantor that is not at such time Person meets the requirements for becoming a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (iiset forth in this Section 6.12) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially counterpart of the form of Exhibit G Guaranty or such other document documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent 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 this clause (a)). (b) Notwithstanding anything any other provisions of this Agreement to the contrary contained (x) to the extent a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder in this Agreementaccordance with the following: (i) the Borrower shall deliver to the Administrative Agent, not less than ten (10) days and not more than forty-five (45) days prior to the anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the applicable Subsidiary Guarantor; and (ii) the Administrative Agent shall have reviewed and approved (in writing) the event request for release delivered pursuant to subclause (i) above; provided, that the results failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such “know your customer” or similar investigation conducted certifications) that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to within the Administrative Agent and 10-day time period specified in subsection (b)(ii). Upon satisfaction of each Lenderof the above-noted conditions, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in deemed released from its obligations hereunder and under each case without the prior written consent of the Loan Documents. Administrative Agent and shall, upon written request therefore, provide a written confirmation of the Required Lendersrelease of the applicable Guarantor hereunder.

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent in writing Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of any Required Subsidiary the Restricted Group becomes an Additional Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”);under this Agreement. (ii) provide Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if: (A) such Person and the Company deliver to the Administrative Agent with a ▇▇▇▇ completed and executed joinder agreement in form and substance reasonably satisfactory to the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; andAdministrative Agent; (iiiB) provide the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor; (C) the Administrative Agent (for and each Lender with on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or about such Lender requests in order to comply with its obligations Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA PATRIOT Patriot Act; , and satisfactory to each Finance Party (iv) if acting reasonably), that has been requested by the Administrative Agent, deliver to Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary date of accession of such Person as an Additional Guarantor; (vD) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion has received all of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent documents and each Lender, as other evidence listed in Schedule 10.21 in relation to such matters concerning the Proposed Subsidiary Guarantor Person, each in form and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent and each LenderAgent; and (E) to the extent required by any Intercreditor Agreement, such Subsidiary Person shall not be permitted have entered into all documentation required for it to become accede to or acknowledge (as required) any applicable Intercreditor Agreement as a Guarantor, and for the avoidance of doubt no Property owned “debtor” (or ground leased, directly other relevant capacity) or indirectly, by such Proposed Subsidiary an Additional Guarantor shall be included (as an Unencumbered Property, in each case without the prior written consent of the defined thereunder). (iii) The Administrative Agent shall notify the Company and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.

Additional Guarantors. In the event that (a) Prior any Subsidiary of the Borrower (other than an Insurance Subsidiary) that directly or indirectly owns any Equity Interests of any Insurance Subsidiary or (b) any Subsidiary of the Borrower (solely in the case of this clause (b), other than any Excluded Subsidiary), in each case of clauses (a) and (b), is formed or acquired after the Restatement Effective Date (provided that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary of the Borrower shall be deemed to constitute the acquisition of a Subsidiary of the Borrower for all purposes of this Section 6.12) or is a Subsidiary as of the Restatement Effective Date but is not a party to the inclusion Guaranty as of the Restatement Effective Date (other than Accelerant Distribution Holdings Limited, a Property as an Unencumbered Property hereunder Malta limited liability private exempt company, or Accelerant Malta Holdings Limited, a Malta limited liability private exempt company), the Borrower shall: shall (ix) promptly notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each thereof and shall cause such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement the Guaranty by executing and delivering to the Administrative Agent a joinder agreement to the Guaranty (in substantially the form of Exhibit G or contemplated thereby) pursuant to which such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything Subsidiary agrees to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted be bound by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent terms and each Lender, such Subsidiary shall not be permitted provisions thereof and to become a “Credit Party” and a “Guarantor, and ” for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent purposes of the Loan Documents and (y) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates (including legal opinions) reasonably requested by Administrative Agent and the Required Lendersin connection with such joinder, including any information required pursuant to Section 10.18.

Additional Guarantors. (a) Prior [Reserved]. (b) Loan Guarantees existing on or granted after the Effective Date pursuant to Section 5.14 of the inclusion Credit Agreement shall be released as set forth in Section 12 of a Property as an Unencumbered Property hereunder the Borrower shall: Facility Guaranty. Loan Guarantees existing on or granted after the Effective Date pursuant to Section 5.14(i)(z) of the Credit Agreement may be released at the option of the Borrower, if at the date of such release, (i) notify the Administrative Agent Indebtedness which required such Loan Guarantee has been released or discharged in writing full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Effective Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower may elect, in its sole discretion, to cause any Required Subsidiary Guarantor that is not at such time otherwise required to be a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (to the Administrative Agent extent action is required by them) shall each take all necessary actions requested by the Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a joinder agreement Loan Guarantee in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeaccordance with this Section 4.16(b), subject to customary protections and indemnifications. (bc) Notwithstanding the foregoing, the Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to this Section 4.16(c)(1) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of Section 4.16(c) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Effective Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. Notwithstanding anything to the contrary contained in this Agreementcontrary, the Borrower will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the event that the results ordinary course of business or Guarantee any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, Indebtedness unless such Subsidiary shall not is or becomes a Guarantor and Pledgor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be permitted senior to become or pari passu with such Subsidiary’s Guarantee of such other Indebtedness and (y) a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersPledge Supplement.

Additional Guarantors. Within 30 days (a) Prior to the inclusion or such longer period of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify time permitted by the Administrative Agent in writing its sole discretion) (the “Guarantee Ratio Cure Period”) after the earlier of any Required Subsidiary Guarantor that is not at such time (x) the deadline for delivering a Guarantor (each such Subsidiary being referred Compliance Certificate pursuant to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi6.6(b) with respect to each Proposed Subsidiary Guarantor; any fiscal quarter that, if such Compliance Certificate is delivered by such deadline, shows or, if not delivered by such deadline for such fiscal quarter, could reasonably be expected to show, non-compliance with the Guarantee Coverage Ratio and (vy) if requested by the Administrative Agentfirst date in any fiscal quarter when a responsible officer of the Borrower or Holdings has knowledge that the Borrower will not be in compliance with the Guarantee Coverage Ratio for such particular fiscal quarter or any prior fiscal quarter for which the Compliance Certificate has not been delivered, the Borrower shall (A) cause one or more of its Subsidiaries or Local Content Entities to execute and deliver to the Administrative Agent a favorable opinion Guaranty Supplement together with the other New Guarantor Documentation with respect to such Subsidiary or Subsidiaries or Local Content Entity(ies) entering into the Subsidiary Guaranty Agreement, as applicable, to become compliant with the Guarantee Coverage Ratio and deliver an updated Compliance Certificate reflecting such additional Guarantors, (B) permanently reduce Commitments in order to become compliant with the Guarantee Coverage Ratio, (C) perform a combination of counselthe actions set forth in the immediately preceding clauses (A) and (B), which counsel and/or (D) take such other action (including, without limitation, the reactivation of any cold stacked Rig directly wholly owned by a Loan Party) (and shall deliver an updated Compliance Certificate reflecting such action) as shall be reasonably acceptable sufficient to cause the Administrative AgentBorrower to be in compliance with the Guarantee Coverage Ratio as of the end of the Guarantee Ratio Cure Period. For the avoidance of doubt, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding notwithstanding anything to the contrary contained in this Agreementherein, failure to comply with the Guarantee Coverage Ratio at the end of any fiscal quarter shall not constitute a Default or Event of Default so long as the Borrower shall have taken the actions specified in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory preceding sentence prior to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent expiration of the Administrative Agent and the Required LendersCollateral Coverage Ratio Cure Period.

Additional Guarantors. (a) Prior to In the inclusion of event that any Person becomes a Property as an Unencumbered Property hereunder the Borrower shall: Material Domestic Subsidiary (other than any Excluded Subsidiary), Parent shall (i) notify in the Administrative Agent in writing case of any Required an Unrestricted Subsidiary Guarantor that is not at such time becoming a Guarantor (each such Subsidiary being referred to hereinafter Material Domestic Subsidiary, substantially concurrently with the redesignation or deemed redesignation thereof as a “Proposed Restricted Subsidiary Guarantor”); pursuant to Section 5.12 or (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and otherwise, 60 days thereafter (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion longer period of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents time as the Administrative Agent may reasonably request; and (viagree in its reasonable discretion) cause each Proposed such Material Domestic Subsidiary Guarantor to become a Guarantor under this Agreement hereunder by executing and delivering to the Administrative Agent a joinder agreement in substantially Counterpart Agreement. If reasonably requested by the form of Exhibit G or such other document as Administrative Agent, the Administrative Agent shall deem appropriate receive an opinion of counsel for such purpose. (b) Notwithstanding anything to the contrary contained Parent in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not form and substance reasonably satisfactory to the Administrative Agent and each Lender, in respect of such Subsidiary shall not customary matters as may be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, reasonably requested by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section 5.10(a), dated as of the date of such agreement. (b) With respect to each Material Domestic Subsidiary of Parent referred to in clause (a) above, Parent shall promptly after delivering the financial statements pursuant to Sections 5.1(a) or (b), as the case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Material Domestic Subsidiary and (ii) all of the Required Lendersdata required to be set forth in Schedule 3.12 to the Disclosure Letter; and such written notice shall be deemed to supplement Schedule 3.12 to the Disclosure Letter for all purposes hereof. (c) Substantially simultaneously upon the consummation of a Holdco Transaction, Holdings shall become a Guarantor hereunder by executing and delivering to the Administrative Agent a Counterpart Agreement.

Additional Guarantors. (a) Prior With respect to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of ESR OP after the Administrative Agent in writing of any Required Subsidiary Guarantor that Closing Date (to the extent such Person is not at such time required to become a Guarantor Borrower in accordance with Section 6.12(c) below), and/or (each ii) any Subsidiary of ESR OP that ceases to be an Excluded Subsidiary after the Closing Date, on or prior to such time that such Person becomes a Subsidiary (other than an Excluded Subsidiary) or ceases to be an Excluded Subsidiary, as applicable, (x) unless such Subsidiary being referred is an Excluded Pledge Subsidiary at such time or the Exemption Conditions exist at such time with respect to hereinafter all Persons that own any of the Equity Interests of such Subsidiary, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by ESR OP and/or its Subsidiaries, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and (y) unless the Exemption Conditions exist at such time with respect to such Subsidiary, (1) cause such Subsidiary to execute a joinder agreement to the Guaranty Agreement in form and substance reasonably satisfactory to the Administrative Agent, (2) cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary, (4) if such Subsidiary is a Borrowing Base Subsidiary and solely to the extent requested by the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a “Proposed Subsidiary Guarantor”); party as the Administrative Agent may reasonably request¸ (ii5) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed such Subsidiary Guarantor; and (iiior the equivalent thereof, in the event such Subsidiary is not organized under the laws of the United State, any State thereof or the District of Columbia), (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such any Lender (through the Administrative Agent) reasonably requests in order to comply with its the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not shall be reasonably satisfactory to the Administrative Agent and each or such Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent in writing Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of any Required Subsidiary the Restricted Group becomes an Additional Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”);under this Agreement. (ii) provide Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if: (A) such Person and the Company deliver to the Administrative Agent with a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; andAdministrative Agent; (iiiB) provide the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor; (C) the Administrative Agent (for and each Lender with on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or about such Lender requests in order to comply with its obligations Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA PATRIOT Patriot Act; , and satisfactory to each Finance Party (iv) if acting reasonably), that has been requested by the Administrative Agent, deliver to Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary date of accession of such Person as an Additional Guarantor; (vD) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion has received all of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent documents and each Lender, as other evidence listed in Schedule 10.21 in relation to such matters concerning the Proposed Subsidiary Guarantor Person, each in form and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent and each LenderAgent; and (E) to the extent required by any Intercreditor Agreement, such Subsidiary Person shall not be permitted have entered into all documentation required for it to become accede to or acknowledge (as required) any applicable Intercreditor Agreement as a Guarantor, and for the avoidance of doubt no Property owned “debtor” (or ground leased, directly other relevant capacity) or indirectly, by such Proposed Subsidiary an Additional Guarantor shall be included (as an Unencumbered Property, in each case without the prior written consent of the defined thereunder). (iii) The Administrative Agent shall notify the Company and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.

Additional Guarantors. (a) Prior to In the inclusion event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, CVOP II or, from and after the Merger, CVOP I be included as a Pool Property as an Unencumbered contemplated by §5.3 and such Real Estate is approved for inclusion as a Pool Property hereunder in accordance with the terms hereof, the Borrower shall: , as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of Borrower, CVOP II or, from and after the Merger, CVOP I which owns an interest in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly notify Agent and within sixty (i60) notify the Administrative calendar days execute and deliver to Agent in writing of any Required a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor that is hereunder. Without limiting the foregoing, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not at in contemplation of such time Subsidiary becoming a Guarantor Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary being referred to hereinafter as execute and deliver to Agent a “Proposed Joinder Agreement, and such Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed shall thereby become a Subsidiary Guarantor that the Administrative Agent or hereunder. Each such Lender requests Subsidiary Guarantor shall be specifically authorized, in order to comply accordance with its obligations under applicable “know your customer” respective organizational documents, to be a Guarantor hereunder and anti-money laundering rules to execute the Contribution Agreement. The Borrower shall further cause all representations, covenants and regulations, including agreements in the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver Loan Documents with respect to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) Guarantors to be true and (vi) correct with respect to each Proposed Subsidiary Guarantor; (v) if requested by such Subsidiary. In connection with the Administrative Agentdelivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent a favorable opinion of counselsuch organizational agreements, which counsel shall be reasonably acceptable to the Administrative Agentresolutions, addressed to the Administrative Agent consents, opinions and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor other documents and the Loan Documents instruments as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposerequire. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

Additional Guarantors. (a) Prior to If, after the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: Effective Date, (i) notify any additional Subsidiary organized under the Administrative Agent laws of the United States or any State or other political subdivision thereof is formed or acquired, which new domestic Subsidiary shall at any time either (x) have total assets with a fair market value of $5,000,000 or more, or (y) be required to become a Collateral Grantor Subsidiary as set forth below in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor this paragraph (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”a); , or (ii) provide any Subsidiary (now existing or hereafter formed or acquired, and irrespective of the Administrative Agent with amount of its total assets) shall become indebted in an aggregate principal amount of $5,000,000 or more on account of Intercompany Debt, the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and Domestic Borrower will (iiiA) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by so notify the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (viB) cause each such Subsidiary to become a "Guarantor" under the Guaranty of Payment, jointly and severally with respect all the other Guarantors, by joining in this Agreement and the Guaranty of Payment pursuant to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be documentation reasonably acceptable satisfactory to the Administrative Agent, addressed within 10 Business Days (1) in the case of clause (i), after such Subsidiary first achieves such $5,000,000 total asset value or shall first be required to become a Collateral Grantor Subsidiary as applicable; or (2) in the Administrative Agent and each Lendercase of clause (ii), after such Intercompany Debt has reached the said $5,000,000 threshold or such requirement to become a guarantor has taken effect, as to such matters concerning applicable; provided, however, that the Proposed Uruguayan Subsidiary Guarantor and the Loan Documents known as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor Tainol, S.A. shall not be required to become a Guarantor under this Agreement by executing and delivering pursuant to foregoing clause (ii) unless the Administrative Agent a joinder agreement aggregate principal amount of its Intercompany Debt shall exceed $12,500,000. In addition, if any Subsidiary of the type described in substantially the form of Exhibit G clause (i) above (including subclause (x) thereof) shall be (or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreementwould, in the event that the results good faith judgment of any such “know your customer” or similar investigation conducted by the Administrative Agent Agent, ordinarily be) included within the Domestic Borrower's telephone directory segment, computer systems segment or any Lender telecommunications services segment, but is not then a Collateral Grantor Subsidiary, the Domestic Borrower shall simultaneously with respect such Subsidiary's becoming a "Guarantor" hereunder, cause such Subsidiary to any Proposed become a Collateral Grantor Subsidiary Guarantor are not reasonably by joining in the Subsidiary Security Agreement pursuant to documentation satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersits reasonable discretion.

Additional Guarantors. (a) Prior to In the inclusion event that the Borrower shall request that certain Real Estate owned or leased by a Wholly-Owned Subsidiary of a Property the Borrower be included as an Unencumbered Property hereunder Pool Asset, the Borrower shall: shall as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Notwithstanding the foregoing, Agent may, in its reasonable discretion, permit Real Estate located in an Approved Foreign Country to be included as an Unencumbered Pool Asset without requiring any Excluded Foreign Subsidiary which indirectly owns such Real Estate to become a Guarantor so long as such Real Estate otherwise satisfies all of the conditions to be included as an Unencumbered Pool Asset hereunder. In addition, in the event any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (ic) notify of the Administrative definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein, to execute and deliver to Agent in writing of any Required a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor that is not at hereunder. Each such time Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor (each such Subsidiary being referred hereunder and thereunder and to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide execute the Administrative Agent Contribution Agreement. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver respect to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) Guarantors to be true and (vi) correct with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agentsuch Subsidiary. Additionally, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding notwithstanding anything to the contrary contained in herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the event that enforceability and collectability of such Guaranty (including, any judgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the results jurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Agent may reasonably require. In connection with the delivery of any such “know your customer” Joinder Agreement or similar investigation conducted by separate Guaranty, the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory Borrower shall deliver to the Administrative Agent such customary organizational agreements, resolutions, consents, opinions and each Lender, such Subsidiary shall not be permitted to become a Guarantor, other documents and for instruments as the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersmay reasonably require.

Additional Guarantors. (a) Prior to Upon the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing formation or acquisition of any Required Subsidiary new direct or indirect Domestic Subsidiaries by any Guarantor that is not at such time other than (x) a Guarantor (each such Subsidiary being referred to hereinafter Person who was acquired as a “Proposed Domestic Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by Guarantor solely in consideration of the Administrative Agent or issuance of equity securities, provided that neither the Company nor any Lender Guarantor is liable with respect to any Proposed of the Indebtedness of such Person greater than that is otherwise permitted to be incurred pursuant to the Note, or (y) a Person which is subject to one or more contractual or legal restrictions existing prior to the time such Person becomes a Domestic Subsidiary of the Guarantor are which prevents such Person from becoming a Guarantor, which restriction(s) is not created in contemplation of or in connection with such Person becoming a Domestic Subsidiary of such Guarantor (provided that such Person shall to the extent it is permitted to do so in light of such restriction(s) grant to the Purchasers a subordinated guaranty or other similar support of the Obligations in a manner which is reasonably satisfactory to all parties), such Domestic Subsidiary shall, within 30 days (which may be extended by up to additional 10 days by the Administrative Agent Majority Holders) after such formation or acquisition, cause such Domestic Subsidiary to duly execute and deliver to each Purchaser a guaranty supplement, in the form attached hereto as Annex I. Upon the execution and delivery by such Domestic Subsidiary of a guaranty supplement, (a) such Domestic Subsidiary shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each Lender, reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Subsidiary shall not be permitted to become a Additional Guarantor, and for each reference in any other Transaction Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (b) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Transaction Document to the avoidance “Subsidiary Guaranty”, “thereunder”, “thereof” or words of doubt no Property owned or ground leasedlike import referring to this Guaranty, directly or indirectly, shall mean and be a reference to this Guaranty as supplemented by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersguaranty supplement.

Additional Guarantors. (a) Prior to In the inclusion event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP be included as a Poolan Unencumbered Property as an contemplated by Section 2.28 and such Real Estate is approved for inclusion as a Poolan Unencumbered Property hereunder in accordance with the terms hereof, the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter , as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or condition to such Lender requests in order Real Estate being included as a Poolan Unencumbered Property but subject to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii5.11(d), (iv) cause each PoolUnencumbered Property Owner, and (vi) with respect any other Subsidiary of Borrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP which owns an interest in such PoolUnencumbered Property Owner, to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, execute and deliver to the Administrative Agent a favorable opinion Joinder Agreement on or before the deadline for the delivery of counselthe next Compliance Certificate pursuant to Section 5.1(c), which counsel and such Subsidiary or Subsidiaries, as applicable, shall be reasonably acceptable become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent, addressed Agent and within sixty on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(60c) calendar days execute and deliver to the Administrative Agent a Joinder Agreement, and each Lendersuch Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such matters concerning the Proposed Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent may reasonably request; and (vi) cause each Proposed require, including, without limitation, the Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender Organizational Deliverables with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersthereto.

Additional Guarantors. (a) Prior to In the inclusion event that any Person becomes a Domestic Subsidiary of a Property as an Unencumbered Property hereunder the Borrower shall:or any other Loan Party (other than the Scilex Subsidiary), the Borrower or such Loan Party shall within thirty (30) days after such Person becomes such a Domestic Subsidiary (or such later date as agreed to by the Agent): (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each cause such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a an Additional Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement Joinder Agreement and, where applicable, all Collateral Documents necessary to grant a first priority Lien in substantially favor of the Agent in all assets owned or held by such Subsidiary of the type constituting Collateral, in each case in form and substance reasonably satisfactory to the Agent, (ii) cause itself or any of Exhibit G its other Subsidiaries that holds the Equity Interests of such Subsidiary to take any additional actions required by the Collateral Documents or hereunder necessary to grant a perfected first-priority Lien in such Equity Interests in favor of the Agent, including by, where applicable, delivering to the Agent originals of the certificates representing such Equity Interests, together with an original of an undated transfer power for each such certificates executed in blank by an Authorized Officer (and, where applicable, a power of attorney authorizing the Agent to transfer such Equity Interests) and any other instruments required by the Collateral Documents or hereunder necessary for the perfection of the Lien in such Equity Interests in favor of the Agent, and (iii) take all such other document actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates as are reasonably requested by the Administrative Agent shall deem appropriate for such purpose.to the extent similar to the ones described in Section 3.1 clauses (c) and (j); and (b) Notwithstanding anything send to the contrary contained in this AgreementAgent written notice setting forth (i) the date on which such Person became a Subsidiary, and (ii) all of the data regarding such Person that was required to be set forth in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender Disclosure Schedules with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a GuarantorLoan Parties, and for such written notice, upon approval by the avoidance of doubt no Property owned or ground leasedAgent, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without deemed to supplement the prior written consent of the Administrative Agent Disclosure Schedules for all purposes under this Agreement and the Required Lendersother Loan Documents.

Additional Guarantors. (a) Prior to the inclusion of The Company shall ensure that any Material Subsidiary (other than a Property as an Unencumbered Property hereunder the Borrower shall: (iDesignated Material Subsidiary) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that which is not at such any time a Guarantor, shall, unless prohibited by law or the terms of a contract with a person who is not a member of the Group, become an Additional Guarantor (each such within 45 days of the date of receipt by the Company of the audited financial statements by reference to which the relevant PGS Subsidiary being referred is demonstrated to hereinafter as be a “Proposed Material Subsidiary Guarantor”); (ii) provide or, if earlier, the Administrative Agent with date on which the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor Company otherwise becomes aware that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed relevant PGS Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to has become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeMaterial Subsidiary. (b) Notwithstanding anything Subject to paragraph (c) below, if at any time the aggregate gross assets of the Company and the Guarantors do not constitute at least 50% of the total gross assets of the Group (calculated by reference to the contrary contained in this Agreement, in then latest audited consolidated financial statements of the event Group and the then latest audited financial statements of the Company and the Guarantors) (the "Minimum Guarantor Threshold") then the Company shall ensure that sufficient other PGS Subsidiaries become Additional Guarantors to ensure that the results aggregate gross assets of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to Company and the Administrative Agent and each Lender, such Subsidiary Guarantors do constitute at least 50% of the total gross assets of the Group. (c) The Company shall not be permitted obliged to become procure that a Guarantor, and for PGS Subsidiary becomes an Additional Guarantor under paragraph (b) above if such PGS Subsidiary is prohibited by law or by the avoidance terms of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent a contract with a person who is not a member of the Administrative Agent Group from becoming an Additional Guarantor. If all of the PGS Subsidiaries which are not so prohibited have become Guarantors and the Required Lendersaggregate gross assets of the Company and the Guarantors do not constitute at least the Minimum Guarantor Threshold (as defined in paragraph (b) above) then no Event of Default will occur. (d) The Company shall ensure that no PGS Subsidiary enters into a contract with a person which would prohibit that PGS Subsidiary from becoming an Additional Guarantor other than any such contract entered into in good faith in the ordinary course of that PGS Subsidiary's business.

Additional Guarantors. (a) Prior The Borrower and each other Credit Party shall ensure that on or prior to the inclusion any Person becoming a Subsidiary of a Property as an Unencumbered Property hereunder the Borrower shallany Credit Party: (i) notify such Person shall execute and deliver in favour of the Administrative Agent in writing Lender a guarantee of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”)all the obligations of the Credit Parties under this Agreement and all the other Credit Documents; (ii) provide such Person shall grant any and all Security as the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; andLender may require; (iii) provide all shares in the Administrative Agent capital of such Person are pledged to the Lender (and each all original share certificates are delivered to the Lender, duly endorsed in blank or accompanied by a duly executed stock power transfer form) and all directors of such Person have delivered to the Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actresignations duly executed but undated; (iv) if requested by the Administrative AgentLender has received evidence of registration or other perfection of such Security and/or pledge in such jurisdictions as the Lender may require to ensure that such Security and/or pledge creates legal, deliver valid, binding, enforceable and first-priority security interests in the assets or shares to the Administrative Agent the items referenced which such Security or pledge relates, enforceable against third parties, trustees in Section 4.01(a)(iii), (iv) bankruptcy and (vi) with respect to each Proposed Subsidiary Guarantorsimilar officials; (v) if requested by the Administrative Agent, deliver to Lender has received opinions of the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning Person relating to, among other things, its subsistence, the Proposed Subsidiary Guarantor due authorization, execution, delivery and enforceability of the Credit Documents to which such Person is a party and the Loan Documents creation and perfection of the Liens against such Person under the Security Documents; (vi) the Lender has received all discharges, subordination agreements, waivers and confirmations as the Administrative Agent Lender may reasonably requestrequire to ensure that all obligations under the Credit Documents are secured by first priority Liens on the property and assets of such Person; and (vivii) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or Lender has received such other document evidence, certificates and documentation as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained Lender may request; in this Agreementeach case, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

Additional Guarantors. (a) Prior Initial Borrower will cause each of its First Tier Domestic Subsidiaries and each of its First Tier Foreign Subsidiaries, whether newly formed, after acquired or otherwise existing, to the inclusion promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of a Property time as an Unencumbered Property hereunder the Borrower shall: (i) notify agreed to by the Administrative Agent in writing its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided that, First Tier Foreign Subsidiaries shall not be required to become a Guarantor if it would be unlawful or would cause any Required Subsidiary material adverse tax consequences to the Initial Borrower or such First Tier Foreign Subsidiary. The Initial Borrower may also at any time voluntarily cause any of its Wholly Owned Subsidiaries (other than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to become a Guarantor that is not at hereunder by way of execution of a Joinder Agreement. In addition, Initial Borrower shall, and shall cause CSI to, enter into the Guaranty Agreement prior to or simultaneous with CSF becoming a Borrower hereunder and shall maintain, and shall cause CSI to maintain, the Guaranty Agreement in full force and effect and shall perform and observe all of the terms and provisions of the Guaranty Agreement to be performed or observed by it, and cause CSI to do the same, until such time as the Release Condition has been satisfied. Upon satisfaction of the Release Condition, the Guaranty Agreement shall be terminated and the Administrative Agent shall promptly (and in any event within five (5) Business Days after the written request of the Initial Borrower) execute such documents as may reasonably be requested by the Initial Borrower to evidence such termination. (b) At the time that any Person becomes a Guarantor, such Guarantor shall provide the Agent with (each i) a joinder to the Security Agreement, together with such Subsidiary other security documents, as well as appropriate financing statements, all in form and substance reasonably satisfactory to the Agent, (including being referred sufficient to hereinafter as grant Agent a “Proposed Subsidiary Guarantor”first priority Lien (subject to Permitted Liens which by operation of law or contract have priority over the Liens securing the Credit Party Obligations) in and to the Collateral of such Guarantor covered thereby in a manner consistent with the requirements of the Security Agreement); , (ii) provide a joinder to the Administrative Pledge Agreement and appropriate certificates and powers or financing statements, as applicable, hypothecating the Collateral of such Guarantor covered by the Pledge Agreement and all of the direct or beneficial ownership interest in such new Guarantor, all in form and substance reasonably satisfactory to the Agent, (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens which by operation of law or contract have priority over the Liens securing the Credit Party Obligations) in and to the Collateral of such Guarantor and such interest in such Guarantor covered thereby in a manner consistent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and requirements of the Pledge Agreement), and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver opinions of counsel reasonably satisfactory to Agent with respect to, among other things, the Administrative Agent execution and delivery of the items referenced applicable documentation referred to in Section 4.01(a)(iii5.9(a) above and this Section 5.9(b). Any document, agreement, or instrument executed or issued pursuant to this Section 5.9 shall be a Credit Document. (ivc) and (vi) with With respect to each Proposed any Subsidiary Guarantor; (v) of the Borrower that becomes a Guarantor on or after December 23, 2008, if requested by the Administrative AgentInitial Borrower, deliver to the Administrative Agent a favorable opinion obligations of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing the Guaranty may be terminated and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for execute such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted documents as may reasonably be requested by the Administrative Agent Initial Borrower to evidence such termination; provided, however, that such termination shall include a release of all Collateral owned by such Guarantor and such termination and release shall be permitted only if (i) such release of Collateral would otherwise be permitted pursuant to clauses (i) or any Lender (ii) of Section 8.11(a); (ii) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such termination and release; (iii) the Credit Parties are in pro forma compliance with respect Section 5.32, both before and after giving effect to such termination and release; and (iv) all costs and expenses of such release notified to any Proposed Subsidiary Guarantor Credit Party are not reasonably satisfactory to paid for by the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersCredit Parties.

Additional Guarantors. (a) Prior to or concurrent with the inclusion execution and delivery of a Property as an Unencumbered Property hereunder Metal Purchase Contract by a Subsidiary of the Borrower shallwhich is not already a Guarantor: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each Borrower shall forthwith cause such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent duly execute and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counselGuarantee; (ii) the Borrower shall forthwith deliver, which counsel shall or cause to be reasonably acceptable delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (A) a duly certified copy of the articles of incorporation or similar documents and by-laws of such Subsidiary; (B) a certificate of status or good standing for such Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Subsidiary is incorporated; (C) a duly certified copy of the resolution of the board of directors of such Subsidiary authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Subsidiary is a signatory; (D) a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Guarantee to which such Subsidiary is a signatory; (E) requisite information to identify the Subsidiary under applicable “know your client” legislation; and (F) an opinion of such Subsidiary’s counsel addressed to the Administrative Agent Credit Parties and each Lendertheir counsel, as relating to the status and capacity of such matters concerning Subsidiary, the Proposed Subsidiary Guarantor due authorization, execution and delivery and the Loan Documents validity and enforceability of the Guarantee by virtue of its execution of the Guarantee in the jurisdiction of incorporation of such Subsidiary and in the Province of Ontario and such other matters as the Administrative Agent may reasonably request; and; (viiii) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lenderits counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and whereupon such Subsidiary shall not be permitted to become a Guarantor, and an Additional Guarantor for the avoidance all purposes of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersthis agreement.

Additional Guarantors. (a) Prior Cause each of the Borrower’s Material Domestic Subsidiaries (other than U.S. Foreign Holdcos) that is a Restricted Subsidiary which is not a party to this Credit Agreement, whether newly formed, after acquired or otherwise existing to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents, a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the inclusion extent governed by New York Law) and security (attachment and perfection of pledged Equity Interests)) and, solely with respect to Material Domestic Subsidiaries, a local counsel opinion (with customary existence, power, authority, execution (to the extent governed by local Law), no conflicts with Laws or organizational documents and governmental consents and approvals). (b) To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries and U.S. Foreign Holdcos) which are not Guarantors collectively own greater than twenty percent (20%) of Consolidated Total Assets, cause one (1) or more of such Immaterial Domestic Subsidiaries to promptly become a “Guarantor” hereunder by way of execution and delivery of a Property as Guarantor Joinder Agreement, together with a secretary’s certificate, an Unencumbered Property hereunder incumbency certificate, resolutions, a good standing certificate, organization documents and a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the Borrower shall: extent governed by New York Law) and security (attachment and perfection of Equity Interests)), to reduce the Consolidated Total Assets ownership percentage of the remaining Immaterial Domestic Subsidiaries that are not Guarantors to twenty percent (20%) or below; provided that (i) notify the Administrative Agent in writing of Credit Parties may elect to release any Required Immaterial Domestic Subsidiary Guarantor that is not at such time as a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver hereunder to the Administrative Agent extent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver Borrower delivers to the Administrative Agent a favorable opinion certificate of counsela Responsible Officer certifying that, which counsel after giving effect to such release, the Borrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own no more than twenty percent (20%) of Consolidated Total Assets and (ii) it is acknowledged and agreed that upon receipt of such certificate, such Immaterial Domestic Subsidiary shall be reasonably acceptable to the Administrative Agent, addressed to released as a Guarantor hereunder and the Administrative Agent shall promptly take such action to evidence such release of such Immaterial Domestic Subsidiary from its Guaranty as is reasonably requested by, and each Lenderat the expense of, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; andCredit Parties. (vic) At the option of the Borrower, cause each Proposed any Domestic Subsidiary Guarantor that is not otherwise required to become a Guarantor under this Agreement pursuant to Section 7.09(a) or 7.09(b) to become a “Guarantor” hereunder by executing way of execution and delivering delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate (if applicable) and organization documents; provided that the Borrower shall not be required to the Administrative Agent deliver a joinder agreement legal opinion in substantially the form of Exhibit G or connection with such other document as the Administrative Agent shall deem appropriate for such purposejoinder. (bd) Notwithstanding anything to the contrary contained in this Section 7.09, if (i) the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary or (ii) any Guarantor is sold or otherwise Disposed of in a transaction that is not prohibited under the terms of this Credit Agreement, it is acknowledged and agreed that, in any of such cases, such Guarantor shall be automatically released from its Guaranty without the event need to take any further action and that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect shall promptly take such action to any Proposed Subsidiary evidence such release of such Guarantor are not from its Guaranty as is reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantorrequested by, and for at the avoidance of doubt no Property owned or ground leasedexpense of, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersCredit Parties.

Additional Guarantors. (a) Prior to In the inclusion of event that any Person becomes a Property Restricted Subsidiary (other than any Excluded Subsidiary) or any Person that is an Excluded Subsidiary no longer qualifies as an Unencumbered Property hereunder Excluded Subsidiary, including for the Borrower shall: avoidance of doubt, any Subsidiary described in clause (e) of the definition of Excluded Subsidiary that becomes a Subsidiary after the date of this Agreement, Parent shall (i) notify in the Administrative Agent in writing case of any Required an Unrestricted Subsidiary Guarantor that is not at such time becoming a Guarantor (each such Subsidiary being referred to hereinafter Restricted Subsidiary, substantially concurrently with the redesignation or deemed redesignation thereof as a “Proposed Restricted Subsidiary Guarantor”); pursuant to Section 5.13 or (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and otherwise, 60 days thereafter (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion longer period of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents time as the Administrative Agent may reasonably request; and (viagree in its reasonable discretion) cause each Proposed such Restricted Subsidiary Guarantor to become a Guarantor under this Agreement hereunder by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Counterpart Agreement. The Administrative Agent shall deem appropriate receive an opinion of counsel for such purpose. (b) Notwithstanding anything to the contrary contained Parent in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not form and substance reasonably satisfactory to the Administrative Agent and each Lender, in respect of such Subsidiary shall not customary matters as may be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, reasonably requested by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section 5.11(a), dated as of the date of such agreement. (b) With respect to each Restricted Subsidiary of Parent referred to in clause (a) above, Parent shall promptly after delivering the financial statements pursuant to Sections 5.1(a) or (b), as the case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Restricted Subsidiary that is not an Excluded Subsidiary or the date on which a Person that is an Excluded Subsidiary no longer qualifies as an Excluded Subsidiary and (ii) all of the Required Lendersdata required to be set forth in Schedule 3.12 to the Disclosure Letter; and such written notice shall be deemed to supplement Schedule 3.12 to the Disclosure Letter for all purposes hereof.

Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (a80%) Prior to of the inclusion Adjusted Net Operating Income for all Unencumbered Assets of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the Administrative Agent in writing of any Required Subsidiary Guarantor time that Borrower is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent Compliance Certificate with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or respect to such Lender requests in order quarter to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent the items referenced in Section 4.01(a)(iii(such approval not to be unreasonably withheld), (iv) to execute and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable Guaranty to the Administrative Agent, addressed for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to the Administrative Agent those described in Section 5.1(b) and each Lender, as (c) with respect to such matters concerning Subsidiaries and an opinion of counsel of a nature similar to those in the Proposed Subsidiary Guarantor form required pursuant to Section 5.6 (iii)) so that Borrower and the Loan Documents as Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this AgreementConsolidated basis. Additionally, in the event that any Subsidiary of the results Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of any Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such “know your customer” Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default, or similar investigation conducted (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by ▇▇▇▇▇’▇ of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent or can require any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersBorrower (other than an Excluded Subsidiary) which has not executed a Guaranty to immediately comply with requirements of this Section).

Additional Guarantors. (a) Prior If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the inclusion of case may be, any Subsidiary shall have become a Property Material Domestic Subsidiary (or shall be otherwise designated as an Unencumbered Property a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall: (i) notify In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in writing its sole discretion) after delivery of any Required such financial statements, (1) cause such Material Domestic Subsidiary Guarantor that is not at to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such time a Guarantor (each such Subsidiary being referred Guaranty in form and substance reasonably satisfactory to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and Agent, (iii2) provide deliver to the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ivii) if In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, deliver the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent extent customary in an Applicable Foreign Jurisdiction) in form and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and each Lendersupplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Subsidiary Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be permitted required, nor shall the Administrative Agent be authorized, (A) to become a Guarantor, take any additional steps to perfect the above described pledges and for security interests by any means other than by (1) filings pursuant to the avoidance Uniform Commercial Code in the office of doubt no Property owned the secretary of state (or ground leased, directly or indirectly, similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertythe Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case without as expressly required herein or by the prior written consent Loan Documents, (B) to take any action with respect to any assets located outside of the Administrative Agent United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the Required Lendersamendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Additional Guarantors. (a) Prior Subject to compliance with clauses 20.10(c) and 20.10(d) ("Know your customer" checks) and without prejudice to the inclusion of a Property as an Unencumbered Property hereunder Borrower’s obligations set out under 22.5 (Guarantor Coverage), the Borrower shallmay request that any Group member become an Additional Guarantor or a Group member must become an Additional Guarantor in order to comply with clause 22.5 (Guarantor Coverage). That Subsidiary shall become an Additional Guarantor if: (i) notify the Administrative Borrower delivers to the Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter duly completed and executed Accession Letter executed as a “Proposed Subsidiary Guarantor”)deed; (ii) provide the Administrative Agent with has received all of the U.S. taxpayer identification for documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantorin form and substance satisfactory to the Agent acting on the instructions of all Lenders; (iii) the relevant member of the Group accedes to the Security Trust Deed as an "Additional Obligor" by signing and delivering to the Security Trustee a Security Trust Deed Accession Deed and any other documents or information required under the Security Trust Deed; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver relevant member of the Group accedes to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested Intercreditor Deed as an "Additional Obligor" by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing signing and delivering to the Administrative Agent a joinder agreement in substantially Security Trustee an Intercreditor Deed Accession Deed and any other documents or information required under the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeIntercreditor Deed. (b) Notwithstanding anything to The Agent shall notify the contrary contained Borrower and the Lenders promptly upon being satisfied that it has received (in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to it acting on the Administrative instructions of all Lenders) all the documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions precedent). (c) The Agent and each Lender, such Subsidiary shall not be permitted liable for any damages, costs or losses to become any person, any diminution in value or any liability whatsoever as a Guarantor, and for the avoidance result of doubt no Property owned or ground leased, directly or indirectly, by giving any such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.notification. Loan Note Subscription Agreement | DLA Piper | 113

Additional Guarantors. (a) Prior The Parent and the Issuer will cause each of their Subsidiaries that 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 any Indebtedness under any Material Credit Facility to concurrently therewith deliver the inclusion following to each holder of a Property as an Unencumbered Property hereunder the Borrower shallNote: (i) notify an executed joinder to the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”)applicable Affiliate Guaranty; (ii) provide to the Administrative Agent extent required under such Material Credit Facility, a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Section 5 of this Agreement (but with respect to such Subsidiary and such applicable Affiliate Guaranty rather than the U.S. taxpayer identification for each Proposed Issuer); (iii) to the extent required under such Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary Guarantorand the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such applicable Affiliate Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii)extent required under such Material Credit Facility, (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver an opinion of counsel reasonably satisfactory to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable Required Holders covering such matters relating to such Subsidiary and such joinder to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent Required Holders may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything Subject to Section 9.7(c), any Guarantor, other than the Parent, may be released as a Guarantor so long as (A) (i) no Default or Event of Default shall then be in existence or would occur as a result of such release and (ii) if any fee or other form of consideration is given to any holder of Indebtedness of the Parent, the Issuer or any of their respective Subsidiaries for the purpose of releasing such Guarantor, the holders of the Notes shall receive equivalent consideration and (B) the Issuer shall deliver to the contrary contained holders of the Notes an Officer’s Certificate in this Agreementthe form set forth in Schedule 9.7 hereto certifying that the conditions set forth in immediately preceding clause (i) will be true and correct, and that the condition in preceding clause (ii) will be satisfied upon the release of such Guarantor, in the event that form of a release substantially in the results form of any such “know your customer” or similar investigation conducted Schedule 9.7 hereto. No later than 10 Business Days following the receipt by the Administrative Agent holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clause (i) will be true and correct and the condition in preceding clause (ii) will be satisfied, the release shall be effective automatically and each holder of the Notes shall execute and deliver, if requested by the Issuer, at the sole cost and expense of the Issuer, a written release of such Guarantor, though the execution of such release form by the holders of the Notes shall not be necessary for the effectiveness of the release pursuant to this paragraph (b). STAG Industrial Operating Partnership, L.P. Note Purchase Agreement (c) Notwithstanding anything contained herein to the contrary, the Parent and the Issuer agree that so long as any Subsidiary of the Parent (other than the Issuer) or any Lender with respect to Subsidiary of the Issuer is a borrower or guarantor or otherwise liable under any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each LenderMaterial Credit Facility, such Subsidiary shall not at all times be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

Additional Guarantors. (a) Prior If, from time to the inclusion of time, any Person qualifies as a Property as an Unencumbered Property hereunder Subsidiary Guarantor, the Borrower shall: shall (i) notify if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the Administrative Agent in writing of date any Required Subsidiary Guarantor that is not at such time Person meets the requirements for becoming a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (iiset forth in this Section 6.12) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially counterpart of the form of Exhibit G Guaranty or such other document documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent 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 this clause (a)). (b) Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder in accordance with the following: (i) the Borrower shall deliver to the Administrative Agent, not less than ten (10) days and not more than forty-five (45) days prior to the anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the applicable Subsidiary Guarantor; and (ii) the Administrative Agent shall have reviewed and approved (in writing) the request for release delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii). Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder. Notwithstanding anything to the contrary contained in herein, to the extent any Person is a “Guarantor” under and pursuant to the terms of the Corporate Credit Facility, Borrower shall at all times during which such Person remains a “Guarantor” thereunder, cause such Person to be a Guarantor under this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

Additional Guarantors. (a) Prior Subject to the inclusion compliance with paragraphs (c) and (d) of a Property as an Unencumbered Property hereunder Clause 23.10 ("Know your customer" checks), the Borrower shallmay request that any of its Subsidiaries become an Additional Guarantor or a Subsidiary must become an Additional Guarantor in order to comply with clause 25.5. That Subsidiary shall become an Additional Guarantor if: (i) notify the Administrative Borrower delivers to the Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter duly completed and executed Accession Letter executed as a “Proposed Subsidiary Guarantor”)deed; (ii) provide the Administrative Agent with has received all of the U.S. taxpayer identification for documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantorin form and substance satisfactory to the Agent acting on the instructions of all Lenders; (iii) the relevant member of the Group accedes to the Security Trust Deed as an "Additional Obligor" by signing and delivering to the Security Trustee a Security Trust Deed Accession Deed and any other documents or information required under the Security Trust Deed; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver relevant member of the Group accedes to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested Intercreditor Deed as an "Additional Obligor" by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing signing and delivering to the Administrative Agent a joinder agreement in substantially Security Trustee an Intercreditor Deed Accession Deed and any other documents or information required under the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeIntercreditor Deed. (b) Notwithstanding anything to The Agent shall notify the contrary contained Borrower and the Lenders promptly upon being satisfied that it has received (in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to it acting on the Administrative instructions of all Lenders) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent). (c) The Agent and each Lender, such Subsidiary shall not be permitted liable for any damages, costs or losses to become any person, any diminution in value or any liability whatsoever as a Guarantor, and for the avoidance result of doubt no Property owned or ground leased, directly or indirectly, by giving any such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersnotification.

Additional Guarantors. The Borrower shall cause each Restricted Subsidiary that is a Wholly-Owned Subsidiary and a Material Subsidiary, and is not already a Guarantor (aeach, a “Subject Subsidiary”), to become a Guarantor in accordance with the provisions of this Section 7.16 no later than the required date of delivery of a Compliance Certificate in accordance with Section 7.1(iv) Prior for the fiscal quarter during which the Relevant Guarantor Date for such Subject Subsidiary occurs, or by such later date as the Administrative Agent may agree in its reasonable discretion. The “Relevant Guarantor Date” for any Subject Subsidiary means the date that is the latest of (x) the date it is formed or acquired, (y) the date it becomes a Wholly-Owned Subsidiary and (z) the date it becomes or is designated as a Material Subsidiary. In addition, the Borrower may designate any other Restricted Subsidiary that is not a Guarantor as a Guarantor at any time in the manner provided below. Any such designation of a Restricted Subsidiary of the Borrower as a Guarantor shall be effected by the delivery by the Borrower to the inclusion Administrative Agent of a Property as an Unencumbered Property hereunder each of the Borrower shallfollowing: (i) notify Notice by the Administrative Agent Borrower identifying such Guarantor, the state of its organization, and the ownership of the Capital Stock in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary A Supplemental Guaranty duly executed and delivered by such Guarantor; and (iii) provide Documents with respect to such Guarantor addressing the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests requirements set forth in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; clauses (iv), (v), (vi) if requested by and (xiii) of Section 5.1. Upon the Administrative Agent’s receipt of the foregoing, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion all of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent in form and each Lendersubstance, such Subsidiary shall not be permitted to become a Guarantor, and for of the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor Borrower shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent a Guarantor and the Required Lendersa Loan Party hereunder.

Additional Guarantors. (a) Prior to In the inclusion of event that any Person becomes a Property as an Unencumbered Property hereunder Material Domestic Subsidiary (other than any Excluded Subsidiary), the Borrower shall: shall (i) notify in the Administrative Agent in writing case of any Required an Unrestricted Subsidiary Guarantor that is not at such time becoming a Guarantor (each such Subsidiary being referred to hereinafter Material Domestic Subsidiary, substantially concurrently with the redesignation or deemed redesignation thereof as a “Proposed Restricted Subsidiary Guarantor”); pursuant to Section 5.12 or (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and otherwise, 60 days thereafter (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion longer period of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents time as the Administrative Agent may reasonably request; and (viagree in its reasonable discretion) cause each Proposed such Material Domestic Subsidiary Guarantor to become a Guarantor under this Agreement hereunder by executing and delivering to the Administrative Agent a joinder agreement in substantially Counterpart Agreement. If reasonably requested by the form of Exhibit G or such other document as Administrative Agent, the Administrative Agent shall deem appropriate receive an opinion of counsel for such purpose. (b) Notwithstanding anything to the contrary contained Borrower in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not form and substance reasonably satisfactory to the Administrative Agent and each Lender, in respect of such Subsidiary shall not customary matters as may be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, reasonably requested by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent relating to any Counterpart Agreement delivered pursuant to this Section 5.10(a), dated as of the date of such agreement. (b) With respect to each Material Domestic Subsidiary of the Borrower referred to in clause (a) above, the Borrower shall promptly after delivering the financial statements pursuant to Sections 5.1(a) or (b), as the case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Material Domestic Subsidiary and (ii) all of the Required Lendersdata required to be set forth in Schedule 3.12 to the Disclosure Letter with respect to such Material Domestic Subsidiary; and such written notice shall be deemed to supplement Schedule 3.12 to the Disclosure Letter for all purposes hereof.

Additional Guarantors. (a) Prior Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company may request that any of its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor. (b) Subject to the inclusion Agreed Security Principles, the Company shall ensure that each member of a Property the Group identified in Part 3 of Schedule 2 (Conditions Precedent) as an Unencumbered Property hereunder Obligor shall become an Additional Guarantor and shall grant the Borrower Transaction Security specified opposite the name of that member of the Group in Part 3 of Schedule 2 (Conditions Precedent) on or before the Closing Date. (c) Subject to the Agreed Security Principles, the Company shall procure that following the Closing Date any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic or the Czech Republic shall be required to become an Additional Guarantor or grant Transaction Security. (d) A member of the Group shall become an Additional Guarantor if: (i) notify the Administrative Company and the proposed Additional Guarantor deliver to the Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”);duly completed and executed Accession Deed; and (ii) provide the Administrative Agent with has received all of the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation documents and other information concerning evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantor that in form and substance satisfactory to the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeacting reasonably. (be) Notwithstanding anything to The Agent shall notify the contrary contained Company and the Lenders promptly upon being satisfied that it has received (in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to it, acting reasonably) all the Administrative Agent documents and each Lenderother evidence listed in Part 2 and, such Subsidiary shall not be permitted to become a Guarantorif applicable, and for the avoidance Part 3 of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersSchedule 2 (Conditions Precedent).

Additional Guarantors. (a) Prior Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 23.10 (Know your customer checks), the Parent may request that any of its wholly owned Subsidiaries (other than an Ancillary Company) becomes an Additional Guarantor. (b) Subject to the inclusion Agreed Security Principles, the Parent shall procure that any member of the Group which is a Material Company (other than an Ancillary Company) shall, as soon as possible after becoming a Material Company, become an Additional Guarantor, grant such Transaction Security as the Facility Agent may require and accede to the Intercreditor Agreement. The Parent shall ensure that the entire issued share capital of such Material Company becomes the subject of the Transaction Security. (c) The designation of a Property Subsidiary as a Material Company shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group (excluding any Ancillary Company from the calculation of the Consolidated EBITDA, gross assets and turnover of the Group but including the Concessionaires in such calculation). However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by the Auditors as representing an Unencumbered Property hereunder accurate reflection of the Borrower revised Consolidated EBITDA, gross assets or turnover of the Group). (d) A Material Company which becomes an Additional Guarantor pursuant to this Clause 28.2 must also satisfy Clause 9 (New Obligors) of the Intercreditor Agreement in order to be included for the purposes of calculating compliance with the Guarantor Threshold Test. (e) A report by the Auditors of the Parent confirming that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties. (f) For information purposes, a list of all the Material Companies as at the date of this Agreement are contained in Part I of Schedule 11 (Material Companies and Dormant Subsidiaries). (g) A member of the Group shall become an Additional Guarantor if: (i) notify the Administrative Parent and the proposed Additional Guarantor deliver to the Facility Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”);duly completed and executed Accession Letter; and (ii) provide the Administrative Facility Agent with has received all of the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation documents and other information concerning evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” form and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver substance satisfactory to the Administrative Facility Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeacting reasonably. (bh) Notwithstanding anything to The Facility Agent shall notify the contrary contained Parent and the Lenders promptly upon being satisfied that it has received (in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to it acting reasonably) all the Administrative Agent documents and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance other evidence listed in Part II of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersSchedule 2 (Conditions precedent).

Additional Guarantors. (a) Prior Subject to compliance with the inclusion provisions of a Property as an Unencumbered Property hereunder paragraphs (c) and (d) of Clause 21.9 (“Know your customer” checks), the Borrower shallmay request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if: (i) notify it is incorporated in the Administrative Agent in writing same jurisdiction as an existing Guarantor and the Majority Lenders approve the addition of any Required that Subsidiary Guarantor or otherwise if all the Lenders approve the addition of that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”)Subsidiary; (ii) provide the Administrative Borrower and that Subsidiary deliver to the Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; anda duly completed and executed Accession Deed; (iii) provide the Administrative Agent Borrower confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Guarantor; and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) the Agent has received all of the documents and other evidence listed in Part C and, if requested by the Administrative Agentapplicable, deliver Part D of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Administrative Agent (acting on the items referenced in Section 4.01(a)(iiiinstructions of the Majority Lenders), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it (acting on the instructions of the Majority Lenders)) all the documents and other evidence listed in Part C and, if applicable, Part D of Schedule 2 (Conditions precedent). (c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary contained before the Agent gives the notification described in this Agreementparagraph (b) above, in the event Lenders authorise (but do not require) the Agent to give that the results of any such “know your customer” or similar investigation conducted by the Administrative notification. The Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become liable for any damages, costs or losses whatsoever as a Guarantor, and for the avoidance result of doubt no Property owned or ground leased, directly or indirectly, by giving any such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersnotification.

Additional Guarantors. (a) Prior If, from time to the inclusion of time, any Person qualifies as a Property as an Unencumbered Property hereunder Subsidiary Guarantor, the Borrower shall: shall (i) notify if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the Administrative Agent in writing of date any Required Subsidiary Guarantor that is not at such time Person meets the requirements for becoming a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (iiset forth in this Section 6.12) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially counterpart of the form of Exhibit G Guaranty or such other document documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (ix) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent 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 this clause (a)). (b) Notwithstanding anything any other provisions of this Agreement to the contrary contained to the extent a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder in this Agreementaccordance with the following: (i) the Borrower shall deliver to the Administrative Agent, not less than ten (10) days and not more than forty-five (45) days prior to the anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the applicable Subsidiary Guarantor; and (ii) the Administrative Agent shall have reviewed and approved (in writing) the event request for release delivered pursuant to subclause (i) above; provided, that the results failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such “know your customer” or similar investigation conducted certifications) that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent or any Lender with respect to any Proposed within the 10-day time period specified in subsection (b)(ii); provided, however, no such release of a Guarantor hereunder shall become effective until such Subsidiary Guarantor are not reasonably satisfactory to no longer meets the Administrative Agent and requirements of the definition of a Subsidiary Guarantor. Upon satisfaction of each Lenderof the above-noted conditions, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in deemed released from its obligations hereunder and under each case without the prior written consent of the Loan Documents. Administrative Agent and shall, upon written request therefore, provide a written confirmation of the Required Lendersrelease of the applicable Guarantor hereunder.

Additional Guarantors. (a) Prior to the inclusion of At all times other than during a Property period following a Collateral and Guarantor Release Date that has not been followed by a Collateralization Date, as an Unencumbered Property hereunder the Borrower shall: soon as practicable and in any event within 30 days after (i) notify the Administrative Agent in writing any Person becomes a direct or indirect Restricted Subsidiary of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); Airgas or (ii) provide any direct or indirect Subsidiary of Airgas guarantees Airgas' obligations under any Junior Financing Documentation, the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and Credit Parties shall (iiia) provide the Administrative U.S. Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii)written notice thereof, (ivb) and cause such Person to execute a Joinder Agreement, (vic) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents other documentation as the Administrative U.S. Agent may reasonably request; and request in connection with the foregoing, including, without limitation, favorable opinions of counsel to such Person (viwhich shall cover, among other things, the legality, validity, binding effect and enforceability of such Joinder Agreement) cause each Proposed Subsidiary Guarantor and other items of the types required to become a Guarantor under this Agreement by executing be delivered pursuant to Section 5.1(b), all in form, content and delivering scope reasonably satisfactory to the Administrative U.S. Agent a joinder agreement and (d) otherwise comply with Section 7.13 in substantially the form respect of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposePerson. (b) Notwithstanding anything Upon the occurrence of a Collateralization Date, Airgas shall (i) cause each of its Restricted Subsidiaries to the contrary contained in this execute a Joinder Agreement, (ii) deliver such other documentation as the U.S. Agent may reasonably request in connection with the event that foregoing, including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the results legality, validity, binding effect and enforceability of any such “know your customer” or similar investigation conducted by Joinder Agreement) and other items of the Administrative Agent or any Lender with respect types delivered pursuant to any Proposed Subsidiary Guarantor are not Section 5.1(b) on the Closing Date, all in form, content and scope reasonably satisfactory to the Administrative U.S. Agent and each Lender(iii) otherwise comply with Section 7.13 in respect of such Restricted Subsidiaries. Notwithstanding anything in this Section 7.12 to the contrary, such Subsidiary the Credit Parties shall not be permitted required to become a Guarantor, and for provide legal opinions of foreign counsel with respect to Immaterial Foreign Subsidiaries in connection with the avoidance execution of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersany Joinder Agreement.

Additional Guarantors. (a) Prior If a Minority Investment or Subsidiary shall at any time after the Effective Date become a U.S. Wholly-Owned Subsidiary, or if Holdings, or any U.S. Wholly-Owned Subsidiary of Holdings, otherwise shall incorporate, create or acquire any U.S. Wholly-Owned Subsidiary, Holdings shall cause such U.S. Wholly-Owned Subsidiary to furnish promptly, but in no event more than thirty (30) days thereafter, each of the following to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shallAdministrative Agent, in sufficient quantities for each Lender: (i) notify a duly executed notice and agreement in substantially the Administrative Agent in writing form of any Required Subsidiary Exhibit G (an “Additional Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary GuarantorAssumption Agreement”); (ii) provide (A) copies of the resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement, certified as of the date of such Additional Guarantor Assumption Agreement (the “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable Organization Documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Administrative Agent with and the U.S. taxpayer identification for each Proposed Subsidiary GuarantorLenders, substantially in the form of Exhibit H; and (iii) provide (A) such amendments to the schedules to the Security Agreement as shall be required in connection with the accession of such Subsidiary thereto; (B) executed UCC-1 financing statements furnished by the Administrative Agent and in each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that jurisdiction in which such filing is necessary to perfect the security interest of the Administrative Agent or on behalf of the Lenders in the Collateral of such Lender Subsidiary and in which the Administrative Agent requests in order to comply with its obligations under applicable “know your customer” that such filing be made, and anti-money laundering rules and regulations, including the USA PATRIOT Act; (ivC) if requested by the Administrative Agent, deliver such Mortgages and other documents as may be required to create and perfect a Lien in the Administrative Agent the items referenced interests of such Subsidiary in Section 4.01(a)(iii), (iv) any real property and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent such title insurance policies and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents other documents as the Administrative Agent or the Majority Lenders may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement request in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeconnection therewith. (b) Notwithstanding anything Additionally, Holdings and such Subsidiary shall have executed and delivered to the contrary contained Administrative Agent (in this Agreement, in the event that the results of any sufficient quantities for each Lender) such “know your customer” or similar investigation conducted other items as reasonably requested by the Administrative Agent or any Lender in connection with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent foregoing, including officers’ certificates, search reports and each Lender, such Subsidiary shall not be permitted to become a Guarantor, other certificates and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersdocuments.

Additional Guarantors. In the event that (a) Prior any Subsidiary of the Borrower (other than an Insurance Subsidiary) that directly or indirectly owns any Equity Interests of any Insurance Subsidiary or (b) any Subsidiary of the Borrower (solely in the case of this clause (b), other than any Excluded Subsidiary), in each case of clauses (a) and (b), is formed or acquired after the Effective Date (provided that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary of the Borrower shall be deemed to constitute the acquisition of a Subsidiary of the Borrower for all purposes of this Section 6.12) or is a Subsidiary as of the Effective Date but is not a party to the inclusion Guaranty as of the Effective Date (other than Accelerant Distribution Holdings Limited, a Property as an Unencumbered Property hereunder Malta limited liability private exempt company, or Accelerant Malta Holdings Limited, a Malta limited liability private exempt company), the Borrower shall: shall (i) promptly notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each thereof and shall cause such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement the Guaranty by executing and delivering to the Administrative Agent a joinder agreement to the Guaranty (in substantially the form of Exhibit G or contemplated thereby) pursuant to which such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything Subsidiary agrees to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted be bound by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent terms and each Lender, such Subsidiary shall not be permitted provisions thereof and to become a “Credit Party” and a “Guarantor, and ” for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent purposes of the Loan Documents and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates (including legal opinions) reasonably requested by Administrative Agent and the Required Lendersin connection with such joinder, including any information required pursuant to Section 10.18.

Additional Guarantors. (a) Prior to In the inclusion event that the Borrower shall request that certain Real Estate owned or leased by a Wholly-Owned Subsidiary of a Property the Borrower be included as an Unencumbered Property hereunder Pool Asset, the Borrower shall: shall as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. In addition, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary pursuant to clause (ic) notify of the Administrative definition thereof, Borrower shall promptly cause such Subsidiary to execute and deliver to Agent in writing of any Required a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor that is not at hereunder. In addition, in the event any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (d) of the definition thereof, the Borrower shall cause such time Subsidiary, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor (each such Subsidiary being referred hereunder and thereunder and to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide execute the Administrative Agent Contribution Agreement. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver respect to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) Guarantors to be true and (vi) correct with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agentsuch Subsidiary. Additionally, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding notwithstanding anything to the contrary contained in herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the event that enforceability and collectability of such Guaranty (including, any judgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the results jurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Agent may reasonably require. In connection with the delivery of any such “know your customer” Joinder Agreement or similar investigation conducted by separate Guaranty, the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory Borrower shall deliver to the Administrative Agent such customary organizational agreements, resolutions, consents, opinions and each Lender, such Subsidiary shall not be permitted to become a Guarantor, other documents and for instruments as the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersmay reasonably require.

Additional Guarantors. (a) Prior Notify the Administrative Agent of any domestic Wholly-Owned Subsidiary of the Borrowers that directly (x) owns in fee simple or ground leases any real property assets that are not encumbered by a Lien (each, an “Unencumbered Subsidiary”) or (y) owns assets that are projected to generate an amount of Net Operating Income (without giving effect to Net Operating Income of any Subsidiary owned by such Wholly-Owned Subsidiary) equal to or greater than 2% of the Net Operating Income of AIMCO for the next calendar quarter (each, a “Material Subsidiary”; each Unencumbered Subsidiary and each Material Subsidiary herein referred to as a “Bottom Tier Subsidiary”), and, subject to the inclusion remainder of a Property this Section 6.12(a), promptly thereafter (and in any event within 60 days (or such longer period as an Unencumbered Property hereunder the Borrower shall: (i) notify is agreed to in writing by the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”its sole discretion); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), cause such Person (ivother than another Borrower) and to (vii) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially counterpart of the form of Exhibit G Guaranty or such other document as the Administrative Agent shall deem appropriate for such purposepurpose and (ii) deliver to the Administrative Agent the documents referred to in clauses (iii) and (iv) of Section 4.01(a) and, if required by the Administrative Agent, 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 6.12(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If a Bottom Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a), the Borrowers shall cause each domestic Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Bottom Tier Subsidiary (each, a “Second Tier Subsidiary”) to instead execute and deliver the Guaranty. If a Second Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a) the Borrowers shall cause each domestic Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Guaranty (to the extent such guaranty is not prohibited by Contractual Obligation, Organization Documents or applicable Law). If a Bottom Tier Subsidiary is a Wholly-Owned Subsidiary of one or more existing Guarantors, and there is no intervening debt obligation between such Subsidiary and such Guarantor(s), then no Guaranty from such Bottom Tier Subsidiary shall be required. (b) Notwithstanding anything With respect to the contrary contained in this Agreementany Wholly-Owned Subsidiary that becomes a Guarantor pursuant to Section 6.12(a) (other than any Unencumbered Subsidiary unless and until it qualifies as a Material Subsidiary) and promptly after such Wholly-Owned Subsidiary becomes a Guarantor (or, in the event that the results case of any Unencumbered Subsidiary which was not a Material Subsidiary at the time it became a Guarantor, promptly after such “know your customer” Unencumbered Subsidiary qualifies as a Material Subsidiary), and in any event within 20 days thereof (or similar investigation conducted such longer period as is agreed to in writing by the Administrative Agent in its sole discretion), the Borrowers shall cause the Stock or any Lender with respect other Equity Interest in such Wholly-Owned Subsidiary that becomes a Guarantor to any Proposed Subsidiary Guarantor are not reasonably satisfactory be pledged to the Administrative Agent for the benefit of the Lenders as Collateral under this Agreement and each Lender, such Pledge Agreement (to the extent not prohibited by Contractual Obligation or Organization Documents). Borrowers or any applicable Subsidiary (to the extent not prohibited by Contractual Obligation or Organization Documents) shall not be permitted execute and/or deliver to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent (i) such amendments or joinders to the Pledge Agreements (or if such Person has not previously executed a Pledge Agreement, then a new Pledge Agreement) as the Administrative Agent deems reasonably necessary or desirable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Stock or other Equity Interest of such new Guarantor in accordance with the Pledge Agreements and deliver to the Required LendersAdministrative Agent the certificates representing such Stock or Equity Interest (to the extent certificated), together with undated stock powers or other appropriate instruments of transfer requested by the Administrative Agent, in blank, executed and delivered by a duly authorized officer and (ii) the documents referred to in clauses (iii) and (iv) of Section 4.01(a) and, if required by Administrative Agent, 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 6.12(b)).

Additional Guarantors. Notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary of the Borrower, and promptly thereafter (and in any event within 15 days), cause (a) Prior such Person to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a counterpart of the Guaranty or a joinder agreement thereto in substantially the form of attached as Exhibit G or such other document as F, and (ii) deliver to the Administrative Agent shall deem appropriate for such purpose. documents of the types referred to in clauses (biv) Notwithstanding anything to the contrary contained in this Agreementand (v) of Section 4.01(a) and, in the event that the results upon request of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect Agent, favorable opinions of counsel to any Proposed Subsidiary Guarantor are not such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (b) (i) cause all of the Equity Interest of such Person to be pledged to the Administrative Agent to secure the Obligations by executing and each Lenderdelivering the Pledge and Security Agreement or a joinder thereto in the form attached as Exhibit G, (ii) pursuant to the Pledge and Security Agreement, deliver or cause the applicable Restricted Subsidiary to deliver to Administrative Agent all certificates, stock powers and other documents required by the Pledge and Security Agreement with respect to all such Equity Interests of any such Restricted Subsidiary, (iii) take or cause the applicable Restricted Subsidiary shall not to take such other actions, all as may be permitted necessary to become provide the Administrative Agent with a Guarantorfirst priority perfected pledge or and security interest in such Equity Interests in such Restricted Subsidiary, and for (iv) deliver to the avoidance Administrative Agent documents of doubt no Property owned or ground leasedthe types referred to in clauses (iv) and (v) of Section 4.01(a) and, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without upon the prior written consent request of the Administrative Agent Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Required Lendersdocumentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors. (a) Prior Subject to compliance with the provisions of paragraph (c) of Clause 19.8 ("Know your customer" checks), the Company may, by not less than 10 Business Days' prior written notice to the inclusion Agent, request that any of a Property as its wholly owned Subsidiaries or any Domestic Subsidiary become an Unencumbered Property hereunder the Borrower shallAdditional Guarantor. That Subsidiary or Domestic Subsidiary shall become an Additional Guarantor if: (i) notify it is a Subsidiary incorporated in an Approved Jurisdiction and it is either a Domestic Subsidiary or the Administrative Agent in writing Majority Lenders approve the addition of any Required that Subsidiary Guarantor that is (such approval not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”be unreasonably withheld or delayed);; or (ii) provide it is a Subsidiary incorporated in any other jurisdiction and all the Administrative Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case (A) the Company delivers to the Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantora duly completed and executed Accession Letter; and (iiiB) provide the Administrative Agent and each Lender with has received all documentation of the documents and other information concerning evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” form and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver substance satisfactory to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to The Company shall procure that any other member of the contrary contained Group which is a Material Domestic Subsidiary (except for any Excluded Subsidiary) shall, as soon as possible after becoming a Material Domestic Subsidiary but in any event within 45 days after delivery of the respective annual Compliance Certificate showing that such member of the Group qualifies as a Material Domestic Subsidiary becomes an Additional Guarantor under this Agreement, . (c) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to it) all the Administrative Agent documents and each Lender, such Subsidiary shall not other evidence listed in Part 2 (Conditions Precedent required to be permitted to become a Guarantor, and for the avoidance Delivered by an Additional Obligor) of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersSchedule 2 (Conditions Precedent).

Additional Guarantors. Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) Prior execute and deliver, or cause to the inclusion of be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a Property as an Unencumbered Property hereunder the Borrower shall: perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b) cause such Person to (i) notify the become a Guarantor by executing and delivering to Administrative Agent in writing of a Guaranty (or a joinder to any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”existing Guaranty); , (ii) provide the execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (subject to such exceptions as Administrative Agent may permit), subject, with respect to Oil and Gas Properties, the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and limitations set forth in clause (iii) provide the below and take all actions required by Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver grant to the Administrative Agent for the items referenced benefit of Secured Parties a perfected first priority Lien on such property, including the filing of UCC financing statements in Section 4.01(a)(iii)such jurisdictions as may be requested by Administrative Agent, (iv) and (viiii) with respect to each Proposed Subsidiary Guarantor; Oil and Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages and evidence of the proper recordation of each such Mortgage in the appropriate filing office, in each case, sufficient to cause the Recognized Value of the Mortgaged Properties to be not less than the Required Reserve Value, (iv) deliver to Administrative Agent title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall have received, together with the title information previously delivered to Administrative Agent, acceptable title information regarding those Oil and Gas Properties that in the aggregate represent not less than 80% of the Recognized Value of all Proved Oil and Gas Properties evaluated in the most recent Reserve Report; and (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent such other documents and each Lender, instruments as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor require, including appropriate favorable opinions of counsel to become a Guarantor under this Agreement by executing such Person in form, content and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not scope reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersAgent.

Additional Guarantors. (a) Prior to In the inclusion event that the Borrower shall request that certain Real Estate which is directly or indirectly owned or leased by a Wholly-Owned Subsidiary of the Borrower be included as a Property Borrowing Base Asset as an Unencumbered Property hereunder contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, the Borrower shall: , as a condition to such Real Estate being included as a Borrowing Base Asset, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary (i) notify and any Wholly-Owned Subsidiary of the Administrative Agent in writing of any Required Subsidiary Guarantor Borrower that is not at a direct or indirect parent of such time a Guarantor (each such Subsidiary being referred Wholly-Owned Subsidiary) to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent execute and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counselJoinder Agreement, which counsel and such Subsidiary shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor hereunder and under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this AgreementLoan Documents. In addition, in the event that the results Borrower shall request that certain Real Estate owned or leased directly or indirectly by an Approved JV shall be included as a Borrowing Base Asset as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, and the applicable organizational agreements of such Approved JV which directly or indirectly owns or leases such Real Estate permit such Person to execute and deliver to the Agent a Joinder Agreement and become a Guarantor hereunder and under the other Loan Documents without the need for any consent or authorization by any Person other than the Borrower or a Subsidiary thereof, then the Borrower shall, as a condition to such “know your customer” or similar investigation conducted by Real Estate of an Approved JV being included as a Borrowing Base Asset, in addition to the Administrative requirements of §7.20, cause each such Approved JV to execute and deliver to the Agent or any Lender a Joinder Agreement, and such Approved JV shall become a Guarantor hereunder and under the other Loan Documents. Each Subsidiary of the Borrower required to be a Guarantor pursuant to this §5.5 shall be specifically authorized, in accordance with its respective organizational agreements, to be a Guarantor hereunder and under the other Loan Documents and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require (it being understood, with respect to any Proposed Approved JV, that the Agent shall not require the Borrower to obtain any consent or authorization by any Person other than the Borrower or a Subsidiary thereof in order for such Person to become a Guarantor are not reasonably satisfactory hereunder or under the other Loan Documents and if any such consent or authorization is required for such Approved JV to the Administrative Agent and each Lenderbecome a Guarantor hereunder or thereunder, then such Subsidiary Approved JV shall not be permitted required to become a Guarantor, and Guarantor hereunder or thereunder as a condition for the Real Estate of such Approved JV to be included as a Borrowing Base Asset). For the avoidance of doubt no Property owned doubt, if any Approved JV becomes a Wholly-Owned Subsidiary of the Borrower as a result of the Borrower or ground leasedany Subsidiary acquiring one-hundred percent (100%) of the Equity Interests of such Approved JV, such Approved JV shall (to the extent not already a Guarantor) be required to become a Guarantor hereunder and under the other Loan Documents pursuant to this §5.5 so long as it directly or indirectly, by such Proposed Subsidiary Guarantor shall be indirectly owns or leases Real Estate included as an Unencumbered Propertya Borrowing Base Asset, in each case without the prior written consent of the Administrative Agent and the Required LendersBorrower shall deliver to the Agent, within ten (10) Business Days after such Approved JV becomes a Wholly-Owned Subsidiary, a Joinder Agreement and such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require in connection therewith.

Additional Guarantors. Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) Prior execute and deliver, or cause to the inclusion of be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a Property as an Unencumbered Property hereunder the Borrower shall: perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b) cause such Person to (i) notify the become a Guarantor by executing and delivering to Administrative Agent in writing of a Guaranty (or a joinder to any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”existing Guaranty); , (ii) provide the execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (subject to such exceptions as Administrative Agent may permit), subject, with respect to Oil and Gas Properties, the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and limitations set forth in clause (iii) provide the below and take all actions required by Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the to grant to Administrative Agent or for the benefit of Secured Parties a perfected first priority Lien on such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulationsproperty, including the USA PATRIOT Act; (iv) if filing of UCC financing statements in such jurisdictions as may be requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (viiii) with respect to each Proposed Subsidiary Guarantor; Oil and Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages required to comply with Section 4.1, (iv) deliver to Administrative Agent title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall have received, together with the title information previously delivered to Administrative Agent, acceptable title information sufficient to meet the requirements of Section 7.14; and (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent such other documents and each Lender, instruments as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor require, including appropriate favorable opinions of counsel to become a Guarantor under this Agreement by executing such Person in form, content and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not scope reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersAgent.

Additional Guarantors. (a) Prior to In the inclusion event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP be included as a Pool Property as an Unencumbered contemplated by Section 2.28 and such Real Estate is approved for inclusion as a Pool Property hereunder in accordance with the terms hereof, the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter , as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or condition to such Lender requests in order Real Estate being included as a Pool Property but subject to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii5.11(d), (iv) cause each Pool Property Owner, and (vi) with respect any other Subsidiary of Borrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP which owns an interest in such Pool Property Owner, to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, execute and deliver to the Administrative Agent a favorable opinion Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of counselthe Borrower shall constitute a Material Subsidiary, which counsel subject to Section 5.11(d), the Borrower shall be reasonably acceptable to promptly notify the Administrative Agent, addressed Agent and within sixty (60) calendar days execute and deliver to the Administrative Agent a Joinder Agreement, and each Lendersuch Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such matters concerning the Proposed Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposerequire. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

Additional Guarantors. (a) Prior The Company shall ensure that at any time upon the occurrence of an Additional Guarantor Event in relation to a member of the inclusion Group, such member of the Group or another member of the Group that has borrowed or guaranteed such additional Financial Indebtedness (or in relation to sub-paragraph (c) of the definition of “Additional Guarantor Event”, such Subsidiary of the Company that has been nominated to grant a Property Guarantee pursuant to Clause 18.4(h) (Senior Bonds Issue)) in each case which triggers an Additional Guarantor Event, shall accede as an Unencumbered Property hereunder Additional Guarantors (if and when the Borrower shall: (i) notify relevant member of the Administrative Agent in writing Group can do so without violation of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and applicable corporate or other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iiilaws), (iv) and (vi) with respect to in each Proposed Subsidiary Guarantor; (v) if requested case by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement an Accession Agreement (substantially in substantially the form of Exhibit G or such other document attached as the Administrative Agent shall deem appropriate for such purposeSchedule 3 (Accession Agreement)) duly executed. (b) Notwithstanding anything Upon execution and delivery of an Accession Agreement, the relevant member of the Group will irrevocably and unconditionally guarantee the full payment of interest, principal and any other amount due hereunder in accordance with this Clause 19 (Guarantee) and shall become an Additional Guarantor. (c) The Borrowers shall procure that, at the same time as an Accession Agreement is delivered to the contrary contained Agent, there is also delivered to the Agent all those documents listed in this Agreement, Schedule 4 (Further Conditions Precedent) and other documents as the Agent may reasonably require in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably each case in form and substance satisfactory to the Administrative Agent Agent. (d) The execution of an Accession Agreement constitutes confirmation by the Additional Guarantor concerned that the representations and each Lender, such Subsidiary shall not warranties set out in Clause 17 (Representations and Warranties) to be permitted to become a Guarantor, and for made by it on the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent date of the Administrative Agent Accession Agreement are correct, as if made with reference to the facts and circumstances then existing. (e) The Company herewith irrevocably and unconditionally agrees to accept service of process in connection with the Required LendersFinance Documents for each Additional Guarantor incorporated outside the Federal Republic of Germany in respect of legal actions instituted before the courts in the Federal Republic of Germany.

Additional Guarantors. SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT This SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT, dated as of April 24, 2000, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for (a) Prior the banks and other financial institutions or entities (collectively, the "Facility A Lenders") from time to time parties to the inclusion Second Amended and Restated Credit Agreement, dated as of April 24, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the "Facility A Credit Agreement"), among L-3 Communications Corporation, a Property Delaware corporation (the "Borrower"), the Facility A Lenders, ▇▇▇▇▇▇ Commercial Paper Inc. ("LCPI"), as an Unencumbered Property hereunder documentation agent (in such capacity, the Borrower shall: "Facility A Documentation Agent"), LCPI as syndication agent (i) notify in such capacity, the "Facility A Syndication Agent"; and together with the Facility A Documentation Agent and the Administrative Agent Agent, the "Facility A Agents"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) as arrangers (in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”capacity, the "Facility A Arrangers"); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide , the Administrative Agent and each Lender with all documentation certain other entities named therein as Co-Agents, which amended and other information concerning each Proposed Subsidiary Guarantor restated in its entirety that certain Amended and Restated Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Original Facility A Credit Agreement") among the Borrower, the Agents party thereto (the "Original Facility A Agents", including the Administrative Agent party thereto, the "Original Facility A Administrative Agent"), the lenders party thereto (the "Original Facility A Lenders") and LCPI and BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (n/k/a Banc of America Securities LLC ) as arrangers, and (b) the banks and other financial institutions or such Lender requests in order entities (the "Facility B Lenders"; and together with the Facility A Lenders, the "Lenders"), from time to comply with its obligations under applicable “know your customer” time parties to the Amended and anti-money laundering rules and regulationsRestated 364 Day Credit Agreement, including dated as of April 24, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the USA PATRIOT Act; (iv) if requested by "Facility B Credit Agreement"), among the Borrower, the Administrative Agent, deliver to LCPI as documentation agent (in such capacity, the Administrative Agent the items referenced in Section 4.01(a)(iii"Facility B Documentation Agent"), LCPI as syndication agent (iv) in such capacity, the "Facility B Syndication Agent"; and (vi) together with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Facility B Documentation Agent and the Administrative Agent, deliver to the Administrative Agent "Facility B Agents"), LCPI and Banc of America Securities LLC (f/k/a favorable opinion of counselBankAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) as arrangers (in such capacity, which counsel shall be reasonably acceptable to the Administrative Agent"Facility B Arrangers"), addressed to the Administrative Agent and each Lendercertain other entities named therein as Co-Agents, which amended and restated in its entirety that certain 364 Day Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or otherwise modified prior to such matters concerning the Proposed Subsidiary Guarantor date hereof, the "Original Facility B Credit Agreement"; and together with the Loan Documents as Original Facility A Credit Agreement, the "Original Credit Agreements") among the Borrower, the Administrative Agent may reasonably request(the "Original Facility B Administrative Agent"; and and together with the Original Facility A Administrative Agent, the "Original Administrative Agents"), the other Agents party thereto (vitogether with the Original Facility B Administrative Agent, the "Original Facility B Agents"; and together with the Original Facility A Agents, the Original Agents"), the lenders party thereto (the "Original Facility B Lenders"; and together with the Original Facility A Lenders, the "Original Lenders") cause each Proposed Subsidiary Guarantor to become and LCPI and BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (n/k/a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form Banc of Exhibit G or such other document America Securities LLC ) as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantorarrangers, and for (c) the avoidance of doubt no Property owned banks and other financial institutions or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.entities (the

Additional Guarantors. (a) Prior Each Loan Party shall give notice to the inclusion Administrative Agent within ten (10) days after creating a Subsidiary, or acquiring the equity interests of a Property any other Person and cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as an Unencumbered Property hereunder the Borrower shall: (i) notify agreed to by the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time its sole discretion)) become a Guarantor (each such Subsidiary being referred to hereinafter as hereunder by way of execution of a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent Joinder Agreement and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver delivery to the Administrative Agent of documents in the items referenced forms described in Section 4.01(a)(iii), (iv7.1.1(ii) and (vi) with respect iv), such other documents necessary to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver grant and perfect Liens to the Administrative Agent a favorable opinion for the benefit of counselthe Secured Parties in the equity interests of, which counsel shall be reasonably acceptable to the Administrative Agentand Collateral held by, addressed to the Administrative Agent such Subsidiary and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents other documents or agreements as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become . The Obligations shall be secured by, among other things, a Guarantor under this Agreement by executing and delivering to first priority Lien in favor of the Administrative Agent in the assets of such new Guarantor of the type constituting Collateral granted by other Loan Parties at such time, and a joinder agreement pledge of the equity interests in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything new Guarantor to the contrary contained in this Agreementextent required to be pledged pursuant to Section 8.1.8 [Pledged Assets], in each case, subject only to Permitted Liens. Notwithstanding the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory foregoing, to the Administrative Agent extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and each Lendersuch new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be permitted required to become a Guarantortake the actions specified in this Section 8.1.9 [Additional Guarantors], and for until the avoidance consummation of doubt no Property owned or ground leasedsuch Permitted Acquisition (at which time, directly or indirectly, by such Proposed Subsidiary Guarantor the surviving entity of the respective merger transaction shall be included as an Unencumbered Propertyrequired to so comply with Section 8.1.8 [Pledged Assets] and 8.1.9 [Additional Guarantors], in each case without accordance with the prior written consent of the Administrative Agent and the Required Lendersforegoing).

Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (a80%) Prior to of the inclusion Adjusted Net Operating Income for all Unencumbered Assets of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the Administrative Agent in writing of any Required Subsidiary Guarantor time that Borrower is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent Compliance Certificate with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or respect to such Lender requests in order quarter to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent the items referenced in Section 4.01(a)(iii(such approval not to be unreasonably withheld), (iv) to execute and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable Guaranty to the Administrative Agent, addressed for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to the Administrative Agent those described in Section 5.1(b) and each Lender, as (c) with respect to such matters concerning Subsidiaries and an opinion of counsel of a nature similar to those in the Proposed Subsidiary Guarantor form required pursuant to Section 5.6 (c)) so that Borrower and the Loan Documents as Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this AgreementConsolidated basis. Additionally, in the event that any Subsidiary of the results Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of any Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such “know your customer” Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (c)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default, or similar investigation conducted (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by ▇▇▇▇▇’▇ of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent or can require any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersBorrower (other than an Excluded Subsidiary) which has not executed a Guaranty to immediately comply with requirements of this Section).

Additional Guarantors. The Company shall take all such action, and shall cause each of its Subsidiaries to take all such action, from time to time as shall be necessary or advisable to ensure that all Subsidiaries are Guarantors under the Guaranty. If the Company or any of its Subsidiaries is permitted to form or acquire any new Subsidiary pursuant to Section 9.9, the Company shall, or shall cause such new Subsidiary to, within five (5) days after receipt of the Purchaser’s consent to such formation or acquisition, execute and deliver (or cause the execution and delivery of): (a) Prior a joinder agreement to the inclusion Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary (and its Subsidiaries, if any) would become a Guarantor, (b) such collateral security agreements, instrument and other documents, in form and substance reasonably satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien (subject only to the Liens of a Property as an Unencumbered Property hereunder the Borrower shall: Senior Lender) on all assets, properties and rights of such Subsidiary to secure the payment and performance in full of all Guarantied Obligations, (c) if such Subsidiary has any Subsidiaries, pledge agreements, together with (i) notify certificates representing all of the Administrative Agent in writing Capital Stock of any Required Subsidiary Guarantor that is not at such time a Guarantor (each Person owned by such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); and (ii) provide undated stock powers executed in blank, (d) such other agreements, instruments, approvals or other documents as may be requested by the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests Purchaser in order to comply with its obligations under applicable “know your customer” create, perfect, establish, and anti-money laundering rules maintain a valid, first priority, perfected security interest and regulations, including Lien in favor of the USA PATRIOT Act; Purchaser (iv) if requested by the Administrative Agent, deliver subject only to the Administrative Agent Liens of the items referenced Senior Lender) or to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in Section 4.01(a)(iii)the other Investment Documents to which Guarantors are parties, (iv) and (vie) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver opinions of counsel to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, Company or such Subsidiary as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent Purchaser may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering . In addition, the Company shall grant to the Administrative Agent Purchaser a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. valid first priority, perfected security interest and Lien (b) Notwithstanding anything subject only to the contrary contained Liens of the Senior Lender) in this Agreement, in and to the event that the results Capital Stock of any such “know your customer” or similar investigation conducted by Subsidiary to secure the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersGuarantied Obligations.

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: Within thirty (30) days after (i) notify the redesignation of an Immaterial Subsidiary as a Material Subsidiary in accordance with Section 8.10(b) below or (ii) the creation or acquisition of any Material Subsidiary, including in connection with any Permitted Acquisition (any such Subsidiary, a “New Material Subsidiary”), cause to be executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent): (A) a duly executed Subsidiary Guaranty Agreement (or, if applicable, a joinder agreement in writing of form and substance reasonably satisfactory to the Administrative Agent joining such New Material Subsidiary to the Subsidiary Guaranty Agreement), the Collateral Agreement and any Required Subsidiary Guarantor that is not at other applicable Security Documents, (B) such time a Guarantor (each such Subsidiary being referred updated Schedules to hereinafter the Loan Documents as a “Proposed Subsidiary Guarantor”); (ii) provide requested by the Administrative Agent with regard to such Person (including, without limitation, updated Schedule 6.1(b) reflecting the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and creation or acquisition of such New Material Subsidiary), (iiiC) provide such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and each Lender the Lenders with all documentation respect to the New Material Subsidiary, the Loan Documents and such other information concerning each Proposed Subsidiary Guarantor that matters as the Administrative Agent or Lenders shall request), and (D) such Lender requests in order to comply with its obligations under applicable “know your customer” other documents and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if certificates as may be reasonably requested by the Administrative Agent, deliver all in form, content and scope reasonably satisfactory to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor;Agent. (vb) if requested by the Administrative AgentThe Borrower may, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable at any time and upon written notice to the Administrative Agent, addressed redesignate any Immaterial Subsidiary as a Material Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that any Subsidiary no longer qualifies as an Immaterial Subsidiary such Subsidiary shall be redesignated as a Material Subsidiary and shall comply with clause (a) of this Section. (c) The Borrower may, at any time and upon written notice to the Administrative Agent Agent, designate any direct or indirect parent company of the Borrower that is organized under the laws of Canada or any province thereof as a Parent Guarantor by causing such direct or indirect parent company of the Borrower to execute and each Lenderdeliver all documents and certificates required to be delivered pursuant to clause (a) of this Section (provided that such direct or indirect parent company of the Borrower shall, as to such matters concerning the Proposed rather than execute a Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Guaranty Agreement by executing and delivering to the Administrative Agent or a joinder thereto, either (i) execute a parent guaranty agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably and substance satisfactory to the Administrative Agent or (ii) join as a guarantor under Article XI). (d) Within thirty (30) days after the creation or acquisition of any new Subsidiary, including in connection with any Permitted Acquisition, cause to be executed and each Lender, such Subsidiary shall not be permitted delivered to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent (unless otherwise agreed to by the Administrative Agent) a duly executed joinder agreement in the form attached to the Intercompany Subordination Agreement joining such new Subsidiary thereto. (e) (i) (A) Concurrently with the delivery of the documentation required to be delivered pursuant to Section 8.10(e)(ii)(A) of the U.S. Credit Agreement but in no event later than April 15, 2008, the U.S. Administrative Agent shall have received: (1) evidence satisfactory to the U.S. Administrative Agent that the U.S. Borrower shall be diligently pursuing in good faith the rendering of the solvency opinion referred to in Section 8.10(e)(i)(B) by a third party consultant reasonably acceptable to the U.S. Administrative Agent (including having delivered to such third party consultant all financial and other information necessary to provide the basis for the delivery of such solvency opinion); and (2) information, in form and substance reasonably satisfactory to the U.S. Administrative Agent, confirming (x) that the New U.S. Borrowers own, free and clear of any Liens, the New U.S. Borrower Fixed Assets and (y) the ability of the New U.S. Borrowers to grant to the U.S. Administrative Agent, on behalf of the Secured Parties and the Required Lenders.U.S. Secured Parties, a perfected first priority security interest in the New U.S. Borrower Fixed Assets without the consent or approval of any third Person; and

Additional Guarantors. (a) Prior to Each of the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: Credit Parties shall cause (i) notify the Administrative Agent in writing each of any Required Subsidiary Guarantor its Wholly-Owned Restricted Subsidiaries that is a Domestic Subsidiary (other than an Inactive Subsidiary or an Immaterial Subsidiary) and not at such time a Guarantor (each such Subsidiary being referred to hereinafter existing as a “Proposed Subsidiary Guarantor”); of the Closing Date, (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed of its Permitted Joint Ventures that becomes a Wholly-Owned Restricted Subsidiary Guarantor; and and is a Domestic Subsidiary (other than an Inactive Subsidiary or an Immaterial Subsidiary) and (iii) provide the Administrative Agent each of its Inactive Subsidiaries or Immaterial Subsidiaries that is a Wholly-Owned Restricted Subsidiary and each Lender with all documentation a Domestic Subsidiary that no longer qualifies as an Inactive Subsidiary or Immaterial Subsidiary, to promptly become a U.S. Guarantor hereunder by promptly executing and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent delivering a Joinder Agreement, within thirty (30) days (or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents longer period as the Administrative Agent may reasonably request; and (viagree in its sole discretion) cause each Proposed of the creation or acquisition of any such Restricted Subsidiary Guarantor to become by a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or such entity no longer being an Inactive Subsidiary or an Immaterial Subsidiary, as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other document documents as the Administrative Agent shall deem Agents may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate for resolutions of the Board of Directors of any such purposeGuarantor). (b) Notwithstanding anything Each of the Credit Parties shall cause (i) each of its Wholly-Owned Restricted Subsidiaries organized under the laws of Canada or a province thereof (other than an Inactive Subsidiary or Immaterial Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures incorporated under the laws of Canada that becomes a Wholly-Owned Restricted Subsidiary of a Credit Party (other than an Inactive Subsidiary or an Immaterial Subsidiary) and (iii) each of its Inactive Subsidiaries or Immaterial Subsidiaries organized under the laws of Canada or a province thereof that is a Wholly-Owned Restricted Subsidiary that no longer qualifies as an Inactive Subsidiary or Immaterial Subsidiary, to the contrary contained in this promptly become a Canadian Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or other Restricted Subsidiary of a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or such entity no longer being an Inactive Subsidiary or an Immaterial Subsidiary, as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Canadian Agent may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor). (c) In the event that a Borrower or any Restricted Subsidiary sells any Guarantor in a transaction permitted by Section 6.4, or in the event that the results Company designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of any this Credit Agreement, then such “know your customer” or similar investigation conducted Guarantor shall be released from all obligations under this Credit Agreement. Such release shall occur automatically and without need of further action by the Administrative Agent or any Lender with respect to Lenders upon the consummation of the sale or designation of any Proposed Restricted Subsidiary Guarantor are not reasonably satisfactory to as an Unrestricted Subsidiary, as the case may be, and the Administrative Agent shall execute and each Lender, deliver any releases or other documents reasonably requested by the Company to confirm such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersrelease.

Additional Guarantors. (a) Prior to the inclusion Investment Grade Release, but subject to the proviso to the definition of “Subsidiary Guarantor,” if any Person becomes a Property Domestic Subsidiary or an Intermediate Subsidiary Guarantor or any Domestic Subsidiary no longer qualifies as an Unencumbered Property hereunder Excluded Subsidiary (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary”), then: (i) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Parent Borrower shall: (iA) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at the existence of such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”)New Subsidiary; (iiB) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantorsuch New Subsidiary; and (iiiC) provide the Administrative Agent with any and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent Agent, or such any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the USA PATRIOT Act;; and (ii) within 45 days (or such longer period as the Administrative Agent shall agree) of such event, the Parent Borrower shall: (A) cause such New Subsidiary (unless such New Subsidiary is an Excluded Subsidiary) to execute and deliver to the Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit G; and (B) deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii) and (iv) with respect to such New Subsidiary and (y) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), favorable opinions of counsel (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel may be in-house counsel and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed such New Subsidiary Guarantor and the Loan Documents to which such New Subsidiary is a party as the Administrative Agent may reasonably requestrequest all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) On and after the Investment Grade Release, if any Domestic Subsidiary becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt or any Person becomes an Intermediate Subsidiary Guarantor (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary Guarantor”), then: (i) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) notify the Administrative Agent in writing of such event and the name of such New Subsidiary Guarantor; (B) provide the Administrative Agent with the U.S. taxpayer identification for such New Subsidiary Guarantor; and (viC) provide the Administrative Agent with any and all documentation and other information that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the Act; and (ii) within 45 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) cause each Proposed such New Subsidiary Guarantor to become a Guarantor under this Agreement by executing execute and delivering deliver to the Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit G; and (B) deliver to the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii) and (iv) with respect to such New Subsidiary Guarantor and (y) if requested by the Administrative Agent, favorable opinions of Exhibit G or counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such other document matters concerning such New Subsidiary Guarantor and the Loan Documents to which such New Subsidiary Guarantor is a party as the Administrative Agent shall deem appropriate for such purposemay reasonably request all in form, content and scope reasonably satisfactory to the Administrative Agent. (bc) Notwithstanding anything to the contrary contained in this Agreement, in : (i) In the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed New Subsidiary or New Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each LenderAgent, such New Subsidiary or New Subsidiary Guarantor, as applicable, shall not be permitted to become a Guarantor, and for the avoidance of doubt (a) no Default shall occur as a result thereof and (b) no Property owned or ground leased, directly or indirectly, by such Proposed New Subsidiary Guarantor or New Subsidiary Guarantor, as the case may be, shall be included as an Unencumbered Property, in each case without Property unless (x) such Property satisfies all of the prior written consent of Unencumbered Property Criteria (other than the criterion requiring such New Subsidiary or New Subsidiary Guarantor to be a Subsidiary Guarantor) and (y) the Administrative Agent provides its prior written consent; and (ii) If any Foreign Subsidiary provides a guaranty of the Sabra Senior Notes or the Existing Care Capital Notes or otherwise is or becomes a borrower or a guarantor of, or otherwise incurs or has incurred a payment obligation in respect of, any Unsecured Debt of the REIT Guarantor or any Subsidiary thereof that is organized under the laws of any state within the United States (other than any Subsidiary of any other Subsidiary of the Parent Borrower that is organized under the laws of any jurisdiction other than a state within the United States), then the REIT Guarantor and the Required LendersParent Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the procedures described above in this Section 6.14.

Additional Guarantors. In the event that any Person becomes a Subsidiary (a) Prior to the inclusion of a Property as other than an Unencumbered Property hereunder Excluded Subsidiary), the Borrower shall: shall within 30 days thereafter (or such longer period of time as the Collateral Agent may agree in its sole discretion) (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each cause such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement hereunder by executing and delivering to the Administrative Agent a Counterpart Agreement and a Grantor under the Security Agreement by executing and delivering to the Collateral Agent the joinder agreement in substantially required thereunder, and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the form Collateral Agent or required by the Collateral Documents. In the event that any Person becomes a Foreign Subsidiary of Exhibit G the Borrower (other than an Unrestricted Subsidiary), and the ownership interests of such Foreign Subsidiary are owned by any Loan Party, such Loan Party shall within 30 days thereafter (or such longer period of time as the Collateral Agent may agree in its sole discretion) take all of the actions referred to in the Security Agreement necessary to grant a perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, under the Security Agreement in the Equity Interests of such Foreign Subsidiary (provided, that in no event shall more than 65% of the total outstanding Equity Interests of any such Foreign Subsidiary that is an Excluded Subsidiary be required to be so pledged). With respect to each such Subsidiary (other document as than an Excluded Subsidiary) and Foreign Subsidiary, the Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary, and (ii) all of the data required to be set forth in Schedule 3.12 hereto; and such written notice shall be deemed to supplement Schedule 3.12 for all purposes hereof. If requested by the Administrative Agent, the Administrative Agent shall deem appropriate receive an opinion of counsel for such purpose. (b) Notwithstanding anything to the contrary contained Borrower in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not form and substance reasonably satisfactory to the Administrative Agent and each Lender, in respect of such Subsidiary shall not customary matters as may be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, reasonably requested by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section, dated as of the Required Lendersdate of such agreement.

Additional Guarantors. Initial Borrower will cause each of its First Tier Domestic Subsidiaries and each of its First Tier Foreign Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (aand in any event within thirty (30) Prior days after such Subsidiary is formed or acquired (or such longer period of time as agreed to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify by the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time its reasonable discretion)) become a Guarantor (each such Subsidiary being referred to hereinafter as hereunder by way of execution of a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary GuarantorJoinder Agreement; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulationsprovided that, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel First Tier Foreign Subsidiaries shall not be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor required to become a Guarantor under this Agreement by executing and delivering if it would be unlawful or would cause any material adverse tax consequences to the Administrative Agent a joinder agreement in substantially the form of Exhibit G Initial Borrower or such First Tier Foreign Subsidiary. The Initial Borrower may also at any time voluntarily cause any of its Wholly Owned Subsidiaries (other document than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to become a Guarantor hereunder by way of execution of a Joinder Agreement. In addition, Initial Borrower shall, and shall cause CSI to, enter into the Guaranty Agreement prior to or simultaneous with CSF becoming a Borrower hereunder and shall maintain, and shall cause CSI to maintain, the Guaranty Agreement in full force and effect and shall perform and observe all of the terms and provisions of the Guaranty Agreement to be performed or observed by it, and cause CSI to do the same, until such time as the Release Condition has been satisfied. Upon satisfaction of the Release Condition, the Guaranty Agreement shall be terminated and the Administrative Agent shall deem appropriate for promptly (and in any event within five (5) Business Days after the written request of the Initial Borrower) execute such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted documents as may reasonably be requested by the Administrative Agent or any Lender with respect Initial Borrower to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, evidence such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenderstermination.

Additional Guarantors. Notify Agent at the time that any Person becomes a Wholly-Owned Restricted Subsidiary of Playboy; and promptly thereafter, cause each such Person that (i) at the time such notice is given (A) owns at least 10% of the book value of the combined assets of all of the Wholly-Owned Restricted Subsidiaries of Playboy (calculated as of the most recent month end for which financial statements are available) or (B) is otherwise requested by Agent or (ii) at the time such notice is given earns at least 10% of the combined earnings of all of the Wholly-Owned Restricted Subsidiaries of Playboy during any 12 month period (calculated as of the most recent month end for which financial statements are available) or (C) is otherwise requested by Agent, (a) Prior to the inclusion of other than a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulationsForeign Subsidiary, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a Loan Guaranty or Loan Guaranty joinder agreement in substantially the a form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. reasonably acceptable to Agent, (b) Notwithstanding anything other than a Foreign Subsidiary, to deliver to Agent documents reasonably necessary to grant to Agent (and permit Agent to perfect) a Lien on the personal property of such Person to the contrary contained extent permitted herein, (c) to cause the appropriate Person to deliver to Agent a Pledge Agreement granting to Agent a Lien on the Equity Interests of such Person (excluding China and Gibraltar, unless otherwise agreed by Agent and Borrower) and (d) to deliver to Agent documents of the types referred to in clause (iv) of Section 4.01(a) and favorable opinions of counsel (including in-house counsel) to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (a), (b) and (c)), as applicable, all in form, content and scope reasonably satisfactory to Agent; provided, that compliance with clauses (b), (c) and (d) of this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender Section 6.10 shall not be required with respect to any Proposed Person until 60 days after request therefor by Agent (which request may be made by Agent in its sole discretion); provided further that, if any Person becomes a Wholly-Owned Restricted Subsidiary Guarantor are of Playboy after the Sixth Amendment Closing Date (other than Foreign Subsidiaries) but does not reasonably satisfactory meet the thresholds set forth in clauses (i) or (ii) above at the time the Borrower gives the Agent notification thereof, but subsequently such Person meets the thresholds set forth in clause (i) or (ii) above, or the Agent otherwise requests, the Agent may request the Borrower thereafter to cause the Administrative Agent requirements of clauses (a), (b), (c) and each Lender, (d) above to be met with respect to such Subsidiary shall not be permitted to become a Guarantor, and for Person within 60 days of any request therefor by the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersBorrower shall cause such requirements to be satisfied in accordance with such request. The Borrower shall deliver to the Agent, concurrently with the delivery of the financial statements referred to in Section 6.01(a) and the Compliance Certificate delivered with respect thereto, with respect to each Person that becomes a Wholly-Owned Restricted Subsidiary of Playboy (other than a Foreign Subsidiary) after the Sixth Amendment Closing Date, a calculation of (i) the book value of the assets of such Wholly-Owned Restricted Subsidiary as a percentage of the book value of the combined assets of all of the Wholly-Owned Restricted Subsidiaries of Playboy (calculated as of the most recent month end for which financial statements are available) and (ii) the percentage of the earnings of such Wholly-Owned Restricted Subsidiary as a percentage of the combined earnings of all of the Wholly-Owned Restricted Subsidiaries of Playboy (calculated for the most recently ended 12 month period for which financial statements are available)." (m) Section 7.01(ee) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify Subject to paragraph (ii) below, the Company or any Permitted Affiliate Parent may, upon not less than 5 Business Days prior written notice to the Administrative Agent in writing Agent, request that any of their respective Subsidiaries, any Required Permitted Affiliate Parent, or any Subsidiary Guarantor that is not at such time of the Ultimate Parent (other than a Guarantor Subsidiary of the Company or a Permitted Affiliate Parent) (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary GuarantorAffiliate Subsidiary”);) becomes an Additional Guarantor (and, if not already, a member of the Restricted Group) under this Agreement. (ii) provide Such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary may become an Additional Guarantor if: (A) such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary, as applicable, and the Company deliver to the Administrative Agent with a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; andAdministrative Agent; (iiiB) provide the Company confirms that no Event of Default is continuing or would occur as a result of that member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary becoming an Additional Guarantor; (C) the Administrative Agent (for and each Lender with on behalf of the Lenders) shall have received, at least 3 days prior to the date of accession of such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary as an Additional Guarantor, all documentation and other information concerning each Proposed Subsidiary Guarantor that about such member of the Administrative Agent Restricted Group, such Permitted Affiliate Parent, or such Lender requests in order to comply with its obligations Proposed Affiliate Subsidiary required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; , and satisfactory to each Finance Party (iv) if acting reasonably), that has been requested by the Administrative Agent, deliver to Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least 10 days prior to the items referenced in Section 4.01(a)(iii)date of accession of such member of the Restricted Group, (iv) and (vi) with respect to each such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary as an Additional Guarantor; (vD) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion has received all of counselthe documents and other evidence listed in Schedule 10.21 in relation to that member of the Restricted Group, which counsel shall be reasonably acceptable to the Administrative Agentsuch Permitted Affiliate Parent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained Proposed Affiliate Subsidiary, each in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not form and substance reasonably satisfactory to the Administrative Agent and each LenderAgent; and (E) such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary shall not be permitted have entered into all documentation required for it to become a Guarantor, and for accede to the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included applicable Intercreditor Agreement as an Unencumbered PropertyAdditional Guarantor (as defined thereunder). (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in clause (ii) above (and, in each the case without the prior written consent of the Administrative Agent and the Required Lendersany Permitted Affiliate Parent, Section 10.21(a)) have been satisfied.

Additional Guarantors. Solely at all times during the CSAG Period, the Loan Parties shall, within thirty (a30) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: days (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents later date as the Administrative Agent may reasonably request; and agree in its sole discretion) after any Person becomes a Domestic Subsidiary (viother than an Excluded Subsidiary), cause such Person to: (a) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as Guarantor Joinder Agreement; and (b) deliver to the Administrative Agent shall deem appropriate for such purpose. (b) Organizational Documents, resolutions and customary opinions of counsel relating to such Guarantor substantially consistent with those delivered with respect to the Guarantors on the First Amendment Effectiveness Date or otherwise reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in this Agreementany other Loan Document: (i) if, at any time, any Subsidiary (other than an Excluded Subsidiary described in clauses (b) or (e) of the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender definition thereof) provides a guaranty with respect to any Proposed Material Indebtedness of any Loan Party or any Domestic Subsidiary (other than any FSHCO) (including, without limitation, any Material Indebtedness incurred pursuant to Section 8.02(b)(vi), the 2021 / 2023 / 2028 Notes and the 2026 Notes), within thirty (30) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the provision of such guaranty, cause such Person to (A) become a Guarantor are not reasonably satisfactory by executing and delivering to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a GuarantorGuarantor Joinder Agreement, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of (B) deliver to the Administrative Agent such applicable documents of the type referred to in clause (b) above; and (ii) notwithstanding anything to the Required Lenderscontrary herein or in any other Loan Document, any Subsidiary that is or becomes a Guarantor shall remain a Guarantor at all times during the CSAG Period, unless released in accordance with the terms of this Agreement in the circumstances described in Section 10.10(a)(ii).

Additional Guarantors. (a) Prior to The Company shall procure that each of its Material Subsidiary incorporated outside the inclusion PRC (other than Meadville Aspocomp (BVI) Holdings Limited and its Subsidiaries) becomes a Guarantor within 14 days of it becoming a Property as an Unencumbered Property hereunder Material Subsidiary. (b) If the Borrower shallCompany: (i) notify the Administrative Agent in writing requests that one of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary its Subsidiaries becomes an Additional Guarantor”);; or (ii) provide is required to make one of its Subsidiaries an Additional Guarantor, it must give not less than 10 Business Days prior notice to the Administrative Facility Agent (and the Facility Agent must promptly notify the Lenders). (c) If the accession of an Additional Guarantor requires any Finance Party to carry out customer due diligence requirements in circumstances where the necessary information is not already available to it, the Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; andresults of all applicable customer due diligence requirements. (iiid) provide If one of the Administrative Agent and each Lender Subsidiaries of the Company is to become an Additional Guarantor, then the Company must (following consultation with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (ivFacility Agent) if requested by the Administrative Agent, deliver to the Administrative Facility Agent the items referenced relevant documents and evidence listed in Section 4.01(a)(iiiPart 2 of Schedule 2 (Conditions precedent documents), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (be) Notwithstanding anything The relevant Subsidiary will become an Additional Guarantor when the Facility Agent notifies the other Finance Parties and the Company that it has received all of the documents and evidence referred to in paragraph (c) above in form and substance satisfactory to it (acting on the instructions of the Majority Lenders). The Facility Agent must give this notification as soon as reasonably practicable. (f) Delivery of an Accession Agreement, entered into by the relevant Subsidiary and the Company, to the contrary contained in this Agreement, in Facility Agent constitutes confirmation by that Subsidiary and the event Company that the results Repeating Representations are correct as at the date of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersdelivery.

Additional Guarantors. (a) Prior [Reserved]. (b) Loan Guarantees existing on or granted after the IssueEffective Date pursuant to Section 5.14 of the inclusion Credit Agreement shall be released as set forth in Section 12 of a Property as an Unencumbered Property hereunder the Borrower shall: Facility Guaranty. Loan Guarantees existing on or granted after the IssueEffective Date pursuant to Section 5.14(i)(z) of the Credit Agreement may be released at the option of the Borrower, if at the date of such release, (i) notify the Administrative Agent Indebtedness which required such Loan Guarantee has been released or discharged in writing full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the IssueEffective Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower may elect, in its sole discretion, to cause any Required Subsidiary Guarantor that is not at such time otherwise required to be a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (to the Administrative Agent extent action is required by them) shall each take all necessary actions requested by the Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a joinder agreement Loan Guarantee in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeaccordance with this Section 4.16(b), subject to customary protections and indemnifications. (bc) Notwithstanding the foregoing, the Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to this Section 4.16(c)(1) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of Section 4.16(c) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness existing on the Issue Date of such Restricted Subsidiary existing on the Effective Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. Notwithstanding anything to the contrary contained in this Agreementcontrary, the Borrower will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the event that the results ordinary course of business or Guarantee any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, Indebtedness unless such Subsidiary shall not is or becomes a Guarantor and Pledgor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be permitted senior to become or pari passu with such Subsidiary’s Guarantee of such other Indebtedness and (y) a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersPledge Supplement.

Additional Guarantors. (a) Prior Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.10 ("Know your customer" checks), the Company may request that StarTek and any of StarTek's wholly owned Subsidiaries become a Guarantor. (b) Subject to Clause 23.35 (Guarantors) and Clause 23.38 (Conditions subsequent), the Company shall, subject to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shallAgreed Security Principles, procure that: (i) notify any other member of the Administrative Agent in writing of any Required Subsidiary Guarantor that Group which is not at such time a Guarantor (each such Subsidiary being referred to hereinafter Material Company shall, as soon as possible after becoming a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Material Company, become an Additional Guarantor; and (iiiii) provide the Administrative Parent, the Company and any member of the Target Group which is a Material Company shall, as soon as possible after becoming a Material Company, subject to the Agreed Security Principles, grant Security as the Agent may require. (c) A member of the Group shall become an Additional Guarantor if: (i) the Company and each Lender with the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) the Agent has received all documentation of the documents and other information concerning evidence listed in Part 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantor in form and substance satisfactory to the Agent. (d) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent). (e) Other than to the extent that the Administrative Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (d) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such Lender requests notification. (f) The Company need only perform its obligations under paragraph (b) or (c) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in order personal, civil or criminal liability for that person's directors, officers or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal, civil or criminal liability for its directors, officers or other management and, if at any time the unlawfulness or personal liability ceases to apply with respect to any such person, the Company must comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including in respect of that person at that time. This includes agreeing to a limit on the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative amount guaranteed. The Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary but shall not be permitted obliged to) agree to become such a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertylimit if, in each case without its opinion, to do so would avoid the prior written consent of the Administrative Agent and the Required Lendersrelevant unlawfulness or personal liability.

Additional Guarantors. (a) Prior From time to time from the inclusion date hereof, any of a Property as an Unencumbered Property hereunder the Borrower shall: Borrower’s Subsidiaries (i) notify that becomes a guarantor in respect of a Triggering Indebtedness, and (ii) is not an Excluded Subsidiary, shall become a Guarantor under this Agreement (each, an “Additional Guarantor”). (b) In order to become an Additional Guarantor, such Borrower’s Subsidiary shall deliver to the Administrative Agent a joinder agreement (a “Guarantor Joinder Agreement”) (except for usual and customary provisions to the extent required under Applicable Law and reasonably acceptable to the Lenders), duly executed by such Additional Guarantor or Additional Guarantors, as applicable; provided that in writing the case of any Required Subsidiary each Additional Guarantor or Additional Guarantors, as applicable, that is not at such time become a Guarantor (pursuant to this Section 5.12, each such Subsidiary being referred Additional Guarantor or Additional Guarantors, as applicable, shall (x) deliver to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent simultaneously with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide Guarantor Joinder Agreement a legal opinion addressed to the Administrative Agent and each Lender with and issued by a counsel to such Additional Guarantor or Additional Guarantors, as applicable, reasonably acceptable to the Lenders, covering such matters relating to the applicable Guarantor Joinder Agreement and the transactions contemplated hereby and thereby as the Lenders may reasonably request and (y) deliver to the Administrative Agent and each Lender, at least ten (10) Business Days prior to the execution of the Guarantor Joinder Agreement, all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations required by regulatory authorities under applicable “"know your customer” " and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor Act and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this AgreementCDD Rule, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to the Administrative Agent and each Lender, such Subsidiary shall Lender so as to not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of cause the Administrative Agent or such Lender to be in violation of such rules and regulations. The execution and delivery of any Guarantor Joinder Agreement shall not require the Required Lendersconsent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding any Additional Guarantor becoming a party to this Agreement.

Additional Guarantors. (a) Prior to the inclusion of a Property Not later than 30 days (or such longer period as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing may agree) after the date required for delivery of any Required quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary Guarantor (other than a Bank Subsidiary or an Excluded Domestic Subsidiary) that is not at such time a Guarantor (each as of the period end date of such Subsidiary being referred to hereinafter financial statements would qualify as of such period end date as a “Proposed Significant Subsidiary Guarantor”); or (iib) provide promptly (or such period as the Administrative Agent with may agree) after the U.S. taxpayer identification for each Proposed date that any Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) becomes a guarantor with respect to each Proposed the Revolver, the Company shall cause such Subsidiary Guarantor; (v) if requested by the Administrative Agent, to execute and deliver to the Administrative Agent a favorable opinion Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of counselthe Subsidiary Guaranty, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary . The Company may request that any Guarantor cease to become be a Guarantor and be released and discharged from its obligations under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially Subsidiary Guaranty if (i) the form Equity Interests of Exhibit G such Guarantor are being sold or otherwise disposed of, or such other document as Guarantor is being dissolved, in a transaction not prohibited by the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in terms of this Agreement, in the event that the results of any or (ii) such “know your customer” or similar investigation conducted Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the Administrative Agent most recent quarterly or any Lender with respect annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Proposed Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.01, would cease to qualify as a Significant Subsidiary Guarantor are not reasonably satisfactory and (B) has or is being released as a guarantor of the obligations of the Company and/or the Borrowers, as applicable, under the Revolver (if and to the Administrative Agent and each Lenderextent then existing, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersapplicable).

Additional Guarantors. (a) Prior Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company may request that any of its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor. (b) Subject to the inclusion Agreed Security Principles, the Company shall procure that following the date of this Agreement any other member of the Group which is a Property Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Unencumbered Property hereunder Additional Guarantor and, subject to the Borrower shallAgreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic, the Czech Republic or in respect of the Kingdom of Thailand where such Subsidiary operates a school, shall be required to become an Additional Guarantor or grant Transaction Security (except that share security shall be granted, other than by a Subsidiary incorporated in the Kingdom of Thailand which operates a school in the Kingdom of Thailand, in respect of any Subsidiary of the Company incorporated in the Kingdom of Thailand) and further provided that no subsidiary of the Company shall be required to become an Additional Guarantor or to grant Transaction Security to the extent that subsidiary is not required by the Agent (under and as defined in the SSRCF) to become an Additional Guarantor (under and as defined in the SSRCF) or to grant Transaction Security (under and as defined in the SSRCF). (c) A member of the Group shall become an Additional Guarantor if: (i) notify the Administrative Company and the proposed Additional Guarantor deliver to the Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”);duly completed and executed Accession Deed; and (ii) provide the Administrative Agent with has received all of the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation documents and other information concerning evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantor that in form and substance satisfactory to the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeacting reasonably. (bd) Notwithstanding anything to The Agent shall notify the contrary contained Company and the Lenders promptly upon being satisfied that it has received (in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to it, acting reasonably) all the Administrative Agent documents and each Lenderother evidence listed in Part 2 and, such Subsidiary shall not be permitted to become a Guarantorif applicable, and for the avoidance Part 3 of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersSchedule 2 (Conditions Precedent).

Additional Guarantors. (a) Prior to the inclusion of a Property Not later than 30 days (or such longer period as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing may agree) after the date required for delivery of any Required quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary Guarantor (other than a Bank Subsidiary or an Excluded Domestic Subsidiary) that is not at such time a Guarantor (each as of the period end date of such Subsidiary being referred to hereinafter financial statements would qualify as of such period end date as a “Proposed Significant Subsidiary Guarantor”); or (iib) provide promptly (or such period as the Administrative Agent with may agree) after the U.S. taxpayer identification for each Proposed date that any Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) becomes a guarantor with respect to each Proposed the Term Loan Agreement, the Company shall cause such Subsidiary Guarantor; (v) if requested by the Administrative Agent, to execute and deliver to the Administrative Agent a favorable opinion Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of counselthe Subsidiary Guaranty, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary . The Company may request that any Guarantor cease to become be a Guarantor and be released and discharged from its obligations under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially Subsidiary Guaranty if (i) the form Equity Interests of Exhibit G such Guarantor are being sold or otherwise disposed of, or such other document as Guarantor is being dissolved, in a transaction not prohibited by the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in terms of this Agreement, in the event that the results of any or (ii) such “know your customer” or similar investigation conducted Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the Administrative Agent most recent quarterly or any Lender with respect annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Proposed Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.01, would cease to qualify as a Significant Subsidiary Guarantor are not reasonably satisfactory and (B) has or is being released as a guarantor of the obligations of the Company and/or the Borrowers, as applicable, under the Term Loan Agreement (if and to the Administrative Agent and each Lenderextent then existing, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersapplicable).

Additional Guarantors. (a) Prior Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (or, if earlier, within three (3) Business Days after the inclusion of date such New Subsidiary (as hereinafter defined) becomes a Property guarantor of, or otherwise incurs a payment obligation under, the Indebtedness evidenced by the notes issued pursuant to any KWI Note Indenture (or such longer period as an Unencumbered Property hereunder the Borrower shall:Administrative Agent shall agree)) (such date, the “Notification Date”); (i) notify the Administrative Agent in writing of any the existence of each Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary Person being referred to hereinafter as a “Proposed Subsidiary GuarantorNew Subsidiary”);; and (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed such New Subsidiary Guarantor; and (iii) or the equivalent thereof, with respect to any such Foreign Subsidiary). In addition, the Parent Borrower shall promptly provide the Administrative Agent with any and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent Agent, or such any Lender through the Administrative Agent, reasonably requests in order to comply with its the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the USA PATRIOT Act;Act and the Beneficial Ownership Regulation; and (b) Within 5 Business Days after the Notification Date (or such longer period as the Administrative Agent shall agree), cause each such New Subsidiary (to the extent such New Subsidiary is not an Excluded Subsidiary) to: (i) become a Guarantor by executing and delivering to the Administrative Agent a New York law joinder agreement in substantially the form attached hereto as Exhibit E; provided that any Guarantee provided by a Foreign Subsidiary shall be subject to any local law limitations on such Guarantee which are applicable to such Foreign Subsidiary as may be agreed between the Parent Borrower, such Foreign Subsidiary and the Administrative Agent, each acting reasonably, and as specified in the applicable joinder agreement; and (ii) deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii) and (iv) with respect to such New Subsidiary and (y) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), favorable opinions of counsel (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel may be in-house counsel in the case of a New Subsidiary that is a Domestic Subsidiary, and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed such New Subsidiary Guarantor and the Loan Documents to which such New Subsidiary is a party as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing request all in form, content and delivering scope reasonably satisfactory to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Agent. Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are is not reasonably satisfactory to the Administrative Agent and each LenderAgent, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: Cause (i) notify each of the Administrative Agent in writing of any Required Subsidiary Guarantor Borrower’s Material Domestic Subsidiaries that is a Restricted Subsidiary which is not at such time a Guarantor (each such Subsidiary being referred party to hereinafter as a “Proposed Subsidiary Guarantor”); this Credit Agreement, whether newly formed, after acquired or otherwise existing and (ii) provide any guarantor of the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Subordinated Notes which is not a party to this Credit Agreement, to promptly become a “Guarantor; and” hereunder by way of execution of a Joinder Agreement. (iiib) provide To the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor extent that the Administrative Agent Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries) which are not Guarantors collectively own greater than 15% of Consolidated Total Assets, cause one or more of such Lender requests in order Immaterial Domestic Subsidiaries to comply with its obligations under applicable promptly become a “know your customerGuarantor” and anti-money laundering rules and regulations, including hereunder by way of execution of a Joinder Agreement to reduce the USA PATRIOT Act; Consolidated Total Assets ownership percentage of the remaining Immaterial Domestic Subsidiaries that are not Guarantors to 15% or below; provided that (ivi) if requested by the Administrative Agent, deliver Credit Parties may elect to release any Immaterial Domestic Subsidiary as a Guarantor hereunder to the Administrative Agent extent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver Borrower delivers to the Administrative Agent a favorable opinion certificate of counsela Responsible Officer certifying that, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as after giving effect to such matters concerning release, the Proposed Subsidiary Guarantor Borrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own less than 15% of Consolidated Total Assets and the Loan Documents as (ii) it is acknowledged and agreed that the Administrative Agent may reasonably request; and (vi) cause each Proposed take such action as is necessary to release such Immaterial Domestic Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposefrom its Guaranty. (bc) Notwithstanding anything to the contrary contained in this AgreementSection 6.9, if the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with the event terms of the definition of Unrestricted Subsidiary, such Guarantor shall be released from its Guaranty, it being acknowledged and agreed that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect may take such action as is necessary to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, release such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersfrom its Guaranty.

Additional Guarantors. (a) Prior Cause each Wholly-Owned Subsidiary which has not previously executed and delivered to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation Guaranty and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order related Collateral Documents to comply with its obligations under applicable “know your customer” execute and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent for the items referenced benefit of the Secured Parties promptly, and in Section 4.01(a)(iii)any event within 10 Business Days following such Subsidiary’s becoming a Subsidiary, (iv) a Guaranty and, as applicable, such Collateral Documents, together with a resolution of its board of directors or other similar governing body authorizing such Guaranty and (vi) Collateral Documents; provided, that such Person shall not be required to grant a Mortgage with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver any Real Property to the Administrative Agent a favorable opinion extent the fair market value of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to Real Estate of such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Person does not exceed $25,000,000. Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt doubt, (a) any Subsidiary designated as an Unrestricted Subsidiary pursuant to Section 6.14 hereto shall not be subject to the requirements of this Section 6.13, (b) no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor acquired after the Closing Date shall be included required to furnish any such Guaranties or Collateral Documents if such Subsidiary is a Foreign Subsidiary or any Subsidiary that owns 65% or more of the stock of a CFC so long as an Unencumbered Propertysuch entity has no assets other than the stock of CFCs, obligations, indebtedness or receivables of or attributable to such CFCs and de minimis assets, if and to the extent that such actions would create or result in a Deemed Dividend Problem, (c) any Subsidiary that is subject to any contractual or legal restrictions under applicable law which at such time would be contravened by its becoming a Loan Party shall not be subject to the requirements of this Section 6.13, or (d) any assets if, in each case without the prior written consent reasonable judgment of the Administrative Agent and evidenced in writing, determined in consultation with the Required LendersBorrowers, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the Secured Parties under the Loan Documents shall not be subject to the requirements of this Section 6.13.

Additional Guarantors. (a) Prior to Upon the inclusion direct or indirect formation or acquisition by the Borrower of a Property as an Unencumbered Property hereunder Material Subsidiary or upon a Subsidiary of the Borrower shallbecoming a Material Subsidiary and prior to or concurrently with any Subsidiary of the Borrower becoming an Additional Senior Note Guarantor: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (Borrower shall forthwith cause each such Subsidiary being referred to hereinafter as a (the “Proposed Subsidiary Prospective Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent to duly execute and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect Guarantee to each Proposed Subsidiary Guarantorwhich it is a party; (vii) if requested by the Borrower shall forthwith deliver, or cause to be delivered to, the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable in form and substance satisfactory to the Administrative Agent: (A) a duly certified copy of the articles of incorporation and by-laws or comparable constitutional documents of such Subsidiary; (B) a certificate of status or good standing for such Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Subsidiary is incorporated or otherwise formed (other than with respect to any Subsidiary whose jurisdiction of incorporation or formation does not customarily offer such certificates); (C) a duly certified copy of the resolution of the board of directors of such Subsidiary or other comparable authorization authorizing it to execute, deliver and perform its obligations under each Finance Document to which such Subsidiary is a signatory; (D) a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Finance Documents to which such Subsidiary is a signatory; (E) an opinion of such Subsidiary’s counsel addressed to the Lenders, the Administrative Agent and each Lenderits counsel, as relating to the status and capacity of such matters concerning Subsidiary, the Proposed Subsidiary Guarantor due authorization, execution and delivery and the Loan validity and enforceability of the Credit Documents to which such Subsidiary is a party in the jurisdiction of incorporation or formation of such Subsidiary and in the Province of Ontario and such other matters as the Administrative Agent may reasonably request; (F) an opinion of the Lenders’ counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with such Subsidiary (including, without limitation, the legality, validity and binding nature of the obligations of such Subsidiary under, and the enforceability against such Subsidiary of, the Credit Documents which are governed by the laws of the Province of Ontario); and (viiii) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lenderits counsel shall be satisfied, such Subsidiary shall not be permitted acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to become a Guarantorherein, and for whereupon the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Prospective Guarantor shall be included as become an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersAdditional Guarantor.

Additional Guarantors. (a1) Prior For so long as the Company is a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if any Subsidiary that is not then a Guarantor guarantees any indebtedness or other obligations of the Company under the Credit Facility or any Substitute Credit Facility, then, contemporaneously with or prior to the inclusion effectiveness of a Property as an Unencumbered Property hereunder such guarantee, the Borrower shall: Company shall (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each execute and deliver, cause such Subsidiary being referred and all other Guarantors to hereinafter as execute and deliver and use its reasonable best efforts to cause the Trustee to execute and deliver a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests supplemental indenture, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver form satisfactory to the Administrative Agent the items referenced in Section 4.01(a)(iii)Trustee, (iv) and (vi) with respect pursuant to each Proposed which such Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing Indenture and delivering (ii) deliver to the Administrative Agent a joinder agreement in substantially the form Trustee an Officers' Certificate and an Opinion of Exhibit G or Counsel, each stating that such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in supplemental indenture complies with this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each LenderIndenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture unless and until released from its Guarantee pursuant to this Indenture. (2) For so long as the Company is not be permitted a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if any Subsidiary that is not a Guarantor either (a) is or becomes a Domestic Significant Subsidiary or (b) guarantees any Subject Notes, then the Company shall (i) promptly execute and deliver, cause such Subsidiary and all other Guarantors to execute and deliver and use its reasonable best efforts to cause the Trustee to execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a GuarantorGuarantor under this Indenture and (ii) deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, and for the avoidance of doubt no Property owned or ground leasedeach stating that such supplemental indenture complies with this Indenture. Thereafter, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertya Guarantor for all purposes of the Indenture unless and until released from its Guarantee pursuant to this Indenture. (3) Notwithstanding any other provision of this Indenture, the Company will not cause or permit any of its Subsidiaries to guarantee any of the Subject Notes unless such Subsidiary is either a Guarantor under this Indenture or, contemporaneously with or prior to the effectiveness of such Subsidiary's guarantee of such Subject Notes, (i) such Subsidiary, the Company and all other Guarantors execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a Guarantor under this Indenture (in which case the Company shall use its reasonable best efforts to cause the Trustee to execute and deliver such supplemental indenture) and (ii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each case without the prior written consent stating that such supplemental indenture complies with this Indenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of the Administrative Agent this Indenture unless and the Required Lendersuntil released from its Guarantee pursuant to this Indenture.

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify Notify the Administrative Agent in writing (xi) atof the time that any Person becomes acreation or acquisition of any Required Subsidiary Guarantor that is not Domestic Subsidiary, or (yii) in the case of Glyphics Media Inc., a New York corporation, at such the time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); first has more than $20,000,000 in assets, and in either case (iixi) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and or (iiiyii) provide the Administrative Agent promptly thereafter (and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; any event within thirty (iv30) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iiidays), cause such Person to (ivaA) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G duly executed Joinder Agreement, and (b or such other document as the Administrative Agent shall deem appropriate for such purpose. , (bB) Notwithstanding anything grant a security interest in all Collateral owned by such Subsidiary by delivering to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent a duly executed supplement to each Collateral Document or any Lender such other document as the Administrative Agent shall deem appropriate for such purpose and comply with respect the terms of each Collateral Document, (C) deliver to any Proposed Subsidiary Guarantor are not the Administrative Agent such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the Administrative Agent,, instruments, and agreements, including a favorable opinionsopinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Joinder Agreement), allin each case, in form, content and scope reasonably satisfactory to the Administrative Agent and each Lendertake such other actions as may be reasonably requested by the Administrative Agent, such Subsidiary shall not be permitted (D) deliver to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent such original capital stock or other certificates and stock or other transfer powers evidencing the Required Lenderscapital stock of such Person, and (E) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person. Notwithstanding the foregoing, the Borrower shall be under no obligation under this Section 6.12 in respect of (i) Imation Data Storage LLC, a Delaware corporation, provided and so long as such Person holds no material assets other than a 1% direct or indirect equity interest in Imation Data Storage Holdings CV, or (ii)6.13 in respect of Imation Online Service Corp., a New York corporation, provided and so long as such Person does not have assets in excess of $100,000, and conducts no business activities.

Additional Guarantors. (a) Prior If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the inclusion of case may be, any Subsidiary shall have become a Property Material Domestic Subsidiary (or shall be otherwise designated as an Unencumbered Property a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall: (i) notify In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in writing its sole discretion) after delivery of any Required such financial statements, (1) cause such Material Domestic Subsidiary Guarantor that is not at to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such time a Guarantor (each such Subsidiary being referred Guaranty in form and substance reasonably satisfactory to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and Agent, (iii2) provide deliver to the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ivii) if In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (b) If requested by the Administrative Agent, deliver the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent extent customary in an Applicable Foreign Jurisdiction) in form and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and each Lendersupplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Subsidiary Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be permitted required, nor shall the Administrative Agent be authorized, (A) to become a Guarantor, take any additional steps to perfect the above described pledges and for security interests by any means other than by (1) filings pursuant to the avoidance Uniform Commercial Code in the office of doubt no Property owned the secretary of state (or ground leased, directly or indirectly, similar central filing office) of the relevant States(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertythe Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case without as expressly required herein or by the prior written consent Loan Documents, (B) to take any action with respect to any assets located outside of the Administrative Agent United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the Required Lendersamendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Additional Guarantors. (a) Prior Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company may request that any of its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor. (b) Subject to the inclusion Agreed Security Principles, the Company shall ensure that each member of a Property the Group identified in Part 3 of Schedule 2 (Conditions Precedent) as an Unencumbered Property hereunder Obligor shall become an Additional Guarantor and shall grant the Borrower Transaction Security specified opposite the name of that member of the Group in Part 3 of Schedule 2 (Conditions Precedent) on or before the Closing Date. (c) Subject to the Agreed Security Principles, the Company shall procure that following the Closing Date any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic, the Czech Republic or in respect of the Kingdom of Thailand where such Subsidiary operates a school, shall be required to become an Additional Guarantor or grant Transaction Security (except that share security shall be granted, other than by a Subsidiary incorporated in the Kingdom of Thailand which operates a school in the Kingdom of Thailand, in respect of any Subsidiary of the Company incorporated in the Kingdom of Thailand). (d) A member of the Group shall become an Additional Guarantor if: (i) notify the Administrative Company and the proposed Additional Guarantor deliver to the Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”);duly completed and executed Accession Deed; and (ii) provide the Administrative Agent with has received all of the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation documents and other information concerning evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantor that in form and substance satisfactory to the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeacting reasonably. (be) Notwithstanding anything to The Agent shall notify the contrary contained Company and the Lenders promptly upon being satisfied that it has received (in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to it, acting reasonably) all the Administrative Agent documents and each Lenderother evidence listed in Part 2 and, such Subsidiary shall not be permitted to become a Guarantorif applicable, and for the avoidance Part 3 of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersSchedule 2 (Conditions Precedent).

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify Subject to Section 10.21(c)(ii), the Borrowers may, upon not less than five Business Days prior written notice to the Administrative Agent in writing Agent, request that (A) prior to the SPV Structure Termination Date, any Affiliate of the SPV Borrower becomes an Additional Guarantor under this Agreement or (B) on or after the SPV Structure Termination Date, the Company, any Required Permitted Affiliate Parent, any of their Subsidiaries or any Affiliate Subsidiary becomes an Additional Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”);under this Agreement. (ii) provide Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if: (A) such Person and the Borrowers deliver to the Administrative Agent with a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; andAdministrative Agent; (iiiB) provide the Borrowers confirm that no Event of Default is continuing or would occur as a result of that Person becoming an Additional Guarantor; (C) the Administrative Agent (for and each Lender with on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or about such Lender requests in order to comply with its obligations Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA PATRIOT Patriot Act; , and satisfactory to each Finance Party (iv) if acting reasonably), that has been requested by the Administrative Agent, deliver to Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary date of accession of such Person as an Additional Guarantor; (vD) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion has received all of counselthe documents and other evidence listed in Schedule 10.21 in relation to that Person, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent each in form and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent and each LenderAgent; and (E) to the extent required by any Collateral Sharing Agreement or any Intercreditor Agreement, as applicable, such Subsidiary Person shall not be permitted have entered into all documentation required for it to become accede to or acknowledge (as required) such Collateral Sharing Agreement or Intercreditor Agreement as a Guarantor, and for the avoidance of doubt no Property owned “debtor” (or ground leased, directly or indirectly, by such Proposed Subsidiary other relevant capacity) an Additional Guarantor shall be included (as an Unencumbered Property, in each case without the prior written consent of the defined thereunder). (iii) The Administrative Agent shall notify the Borrowers and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.

Additional Guarantors. (a) Prior If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the inclusion of case may be, any Subsidiary shall have become a Property Material Domestic Subsidiary (or shall be otherwise designated as an Unencumbered Property a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall: (i) notify In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in writing its sole discretion) after delivery of any Required such financial statements, (1) cause such Material Domestic Subsidiary Guarantor that is not at to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such time a Guarantor (each such Subsidiary being referred Guaranty in form and substance reasonably satisfactory to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and Agent, (iii2) provide deliver to the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ivii) if In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, deliver the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent extent customary in an Applicable Foreign Jurisdiction) in form and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and each Lendersupplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Subsidiary Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be permitted required, nor shall the Administrative Agent be authorized, (A) to become a Guarantor, take any additional steps to perfect the above described pledges and for security interests by any means other than by (1) filings pursuant to the avoidance Uniform Commercial Code in the office of doubt no Property owned the secretary of state (or ground leased, directly or indirectly, similar central filing office) of the relevant States(State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertythe Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case without as expressly required herein or by the prior written consent Loan Documents, (B) to take any action with respect to any assets located outside of the Administrative Agent United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the Required Lendersamendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Additional Guarantors. (a) Prior to If the inclusion of a Property as an Unencumbered Property hereunder the Borrower shallCompany: (i) notify the Administrative Agent in writing requests that one of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary its wholly-owned Subsidiaries becomes an Additional Guarantor”);; or (ii) provide it is required to make one of its wholly-owned Subsidiaries an Additional Guarantor, it must give not less than 10 Business Days prior notice to the Administrative Facility Agent (and the Facility Agent must promptly notify the Lenders). (b) If the accession of an Additional Guarantor requires any Finance Party to carry out customer due diligence requirements in circumstances where the necessary information is not already available to it, the Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; andresults of all applicable customer due diligence requirements. (iiic) provide The prior consent of the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Majority Lenders is required in relation to the accession of any Subsidiary Guarantor that of the Administrative Agent or Company as an Additional Guarantor, unless such Lender requests accession is required in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;Clause 19.14 (Maintenance of ranking). (ivd) if requested by The Obligors acknowledge that the Administrative right to accede Additional Guarantors on or after 1 January 2013 is subject to certain of the provisions of the Finance Documents being amended to take account of FATCA before any such accession can take effect. The Company and the Facility Agent (acting on the instructions of all the Lenders) shall enter into negotiations in good faith with a view to agreeing such amendments as are (in the reasonable opinion of all the Lenders) appropriate or desirable to take account of FATCA at that time. (e) If one of the wholly-owned Subsidiaries of the Company is to become an Additional Guarantor, then the Company must (following consultation with the Facility Agent, ) deliver to the Administrative Facility Agent the items referenced relevant documents and evidence listed in Section 4.01(a)(iiiPart 2 of Schedule 2 (Conditions Precedent Documents), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (bf) Notwithstanding anything The relevant Subsidiary will become an Additional Guarantor when the Facility Agent notifies the other Finance Parties and the Company that it has received all of the documents and evidence referred to in paragraph (d) above in form and substance satisfactory to it. The Facility Agent must give this notification as soon as reasonably practicable. (g) Delivery of an Accession Agreement, entered into by the relevant Subsidiary and the Company, to the contrary contained in this Agreement, in Facility Agent constitutes confirmation by that Subsidiary and the event Company that the results Repeating Representations are correct as at the date of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersdelivery.

Additional Guarantors. If (i) CFTC or any of its Restricted Subsidiaries shall acquire or create another Domestic Subsidiary after the date of this Agreement (other than an Immaterial Subsidiary or a Subsidiary that has been designated as an Unrestricted Subsidiary or a Receivables Entity) or (ii) any Foreign Subsidiary or Immaterial Subsidiary of CFTC guarantees (or otherwise becomes liable for) Indebtedness of CFTC or a Guarantor, then CFTC will cause such Subsidiary to become a Guarantor hereunder and: (a) Prior execute a Counterpart Agreement substantially in the form of Exhibit E, in accordance with the terms of this Agreement, pursuant to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each which such Subsidiary being referred to hereinafter as shall unconditionally Guarantee, on a “Proposed Subsidiary Guarantor”)senior secured basis, all of CFTC’s Obligations on the terms set forth in this Agreement; (iib) provide execute and deliver to the Administrative Collateral Agent with such amendments or supplements to the U.S. taxpayer identification Collateral Documents necessary in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Subsidiary, subject to Permitted Liens and the Intercreditor Agreement, which are owned by CFTC or a Guarantor and are required to be pledged pursuant to the Collateral Documents; (c) take such actions as are necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest in the assets of such Subsidiary, other than Excluded Assets and subject to Permitted Liens and the Intercreditor Agreement, including the filing of Uniform Commercial Code financing statements, in each Proposed Subsidiary Guarantorcase as may be required by the Collateral Documents; (d) take such further action and execute and deliver such other documents specified in the Collateral Documents or as otherwise may be reasonably requested by the Collateral Agent to give effect to the foregoing; and (iiie) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Collateral Agent the items referenced in Section 4.01(a)(iii)an Opinion of Counsel that (i) such Counterpart Agreement and any other documents required to be delivered have been duly authorized, (iv) executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable obligations of such Subsidiary and (viii) with respect the Collateral Documents to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become is a Guarantor, and for party create a valid perfected Lien on the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersCollateral covered thereby.

Additional Guarantors. (a) Prior If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the inclusion of case may be, any Subsidiary shall have become a Property Material Domestic Subsidiary (or shall be otherwise designated as an Unencumbered Property a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall: (i) notify In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in writing its sole discretion) after delivery of any Required such financial statements, (1) cause such Material Domestic Subsidiary Guarantor that is not at to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such time a Guarantor (each such Subsidiary being referred Guaranty in form and substance reasonably satisfactory to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and Agent, (iii2) provide deliver to the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ivii) if In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (b) If requested by the Administrative Agent, deliver the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent extent customary in an Applicable Foreign Jurisdiction) in form and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and each Lendersupplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Subsidiary Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be permitted required, nor shall the Administrative Agent be authorized, (A) to become a Guarantor, take any additional steps to perfect the above described pledges and for security interests by any means other than by (1) filings pursuant to the avoidance Uniform Commercial Code in the office of doubt no Property owned the secretary of state (or ground leased, directly or indirectly, similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertythe Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case without as expressly required herein or by the prior written consent Loan Documents, (B) to take any action with respect to any assets located outside of the Administrative Agent United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the Required Lendersamendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Additional Guarantors. (a) Prior The Company, at its discretion, may cause any Subsidiary to become a Subsidiary Guarantor by delivering notice to the inclusion Administrative Agent of its intention to cause such Subsidiary to become a Property Subsidiary Guarantor at least ten Business Days (or such shorter period as is acceptable to the Administrative Agent) prior to the date that such Subsidiary becomes a Subsidiary Guarantor hereunder by execution and delivery to the Administrative Agent of an Unencumbered Property hereunder Additional Guarantor Supplement substantially in the Borrower shall: (i) notify form attached as Exhibit J or such other form reasonably acceptable to the Administrative Agent, and the Company shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Company’s cost and expense, such certificates and opinions of the type delivered on the Effective Date pursuant to Article 3, to the extent reasonably required by the Administrative Agent in writing connection therewith and, except in the case of any Required a designation of a Subsidiary Guarantor Borrower as a new Guarantor, at least three Business Days prior to the date that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as becomes a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with , all customary documentation and other customary information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply necessary for complying with its obligations under applicable “know your customer” and anti-money money-laundering rules and regulations, regulations (including the USA PATRIOT Patriot Act; (iv) if requested by the Administrative Agent, deliver Agent within three Business Days following delivery of the notice from the Company of the Company’s intent to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed cause such Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing Subsidiary Guarantor, all in form and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not substance reasonably satisfactory to the Administrative Agent and each LenderAgent. In respect of any such new Guarantor incorporated in Germany as a stock corporation (Aktiengesellschaft), limited liability company (Gesellschaft mit beschränkter Haftung) or established as a limited partnership (Kommanditgesellschaft) with a stock corporation (Aktiengesellschaft) or limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (persönlich haftender Gesellschafter), such instrument shall include a customary guarantee limitation language. In respect of any such new Guarantor incorporated in Ireland, such instrument shall include guarantee limitation language stating that the guarantee does not apply to the extent that it would result in the guarantee constituting unlawful financial assistance within the meaning of Section 82 of the Companies Act 2014 of Ireland. If any such new Guarantor is incorporated in Ireland, such instrument shall include guarantee limitation language equivalent to the guarantee limitation language in Section 10.01(a) above. Notwithstanding the foregoing, with respect to any designation of a new Guarantor (other than the designation of a Subsidiary shall Borrower as a new Guarantor) not be permitted to become organized under the laws of the United States or any State thereof (an “Eligible Foreign Guarantor Subsidiary”), no designation of a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary new Guarantor shall be included effective if any Lender (any such Lender, a “Guarantee Protesting Lender”), reasonably expects the Guarantee therefrom to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Guarantor Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as an Unencumbered Propertyof the date hereof), law or regulation to which any Lender is, or would be upon the receipt of such Guarantee, subject, or (y) result in materially adverse tax consequences to such Lender; provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not accepting such Guarantee may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Guarantor Subsidiary, any Guarantee Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by the preceding paragraph) to accept the Guarantee of such Eligible Foreign Guarantor Subsidiary. With respect to each case without Guarantee Protesting Lender, the prior written consent of Company shall, effective on or before the date that such Eligible Foreign Guarantor Subsidiary becomes a Subsidiary Guarantor hereunder, (i) replace such Guarantee Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Guarantee Protesting Lender that the Required LendersCommitments of such Guarantee Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that such Guarantee Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Guarantor Subsidiary as a “Subsidiary Guarantor.”

Additional Guarantors. (a) Prior to Each of the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: Credit Parties shall cause (i) notify the Administrative Agent in writing each of any Required Subsidiary Guarantor its Restricted Subsidiaries that is a Domestic Subsidiary (other than an Inactive Subsidiary) and not at such time a Guarantor (each such Subsidiary being referred to hereinafter existing as a “Proposed Subsidiary Guarantor”); of the Closing Date, (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed of its Permitted Joint Ventures that becomes a Wholly-Owned Subsidiary Guarantor; and of a Credit Party, (iii) provide the Administrative Agent each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested upon the repayment of the Solvay Bonds and any refinancing thereof permitted by the Administrative AgentSection 6.3(c) that prohibits Solvay LCC from becoming a U.S. Guarantor hereunder, deliver Solvay LLC, to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to promptly become a U.S. Guarantor under this Agreement hereunder by promptly executing and delivering to a Joinder Agreement, within thirty (30) days of the Administrative Agent creation or acquisition of any such Restricted Subsidiary by a joinder agreement in substantially Credit Party, such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or the form repayment of Exhibit G the Solvay Bonds (or such other document Indebtedness of Solvay LLC), as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Administrative Agent shall deem Agents may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate for resolutions of the Board of Directors of any such purposeGuarantor). (b) Notwithstanding anything Each of the Credit Parties shall cause (i) each of its Restricted Subsidiaries incorporated under the laws of Canada or a province thereof (other than an Inactive Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures incorporated under the laws of Canada that becomes a Wholly-Owned Subsidiary of a Credit Party and (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary, to the contrary contained in this promptly become a Canadian Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or other Restricted Subsidiary of a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Canadian Agent may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor). (c) In the event that a Borrower or any Restricted Subsidiary sells any Guarantor in a transaction permitted by Section 6.4, or in the event that the results Company designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Credit Agreement, then such Guarantor shall be released from all obligations under this Credit Agreement. Such release shall occur upon the consummation of the sale or designation of any such “know your customer” or similar investigation conducted by Restricted Subsidiary as an Unrestricted Subsidiary, as the case may be, and the Administrative Agent shall execute and deliver any releases or any Lender with respect other documents reasonably requested by the Company to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, effectuate such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersrelease.

Additional Guarantors. (a) Prior If the Company, or any Subsidiary of the --------------------- Company, shall incorporate, create or acquire any Material U.S. Subsidiary, or if any Subsidiary of the Company shall become a Material U.S. Subsidiary, the Company shall cause such Subsidiary constituting such a Material U.S. Subsidiary to furnish promptly, but in no event more than 30 days after sending the notice required under subsection 7.3(c), each of the following to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shallAgent, in sufficient quantities for each Bank: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent duly executed notice and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose.I (an "Additional Guarantor Assumption Agreement"); and --------- ----------------------------------------- (bii) Notwithstanding anything to (A) (1) copies of the contrary contained in resolutions of the board of directors of such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement, certified as of the date of such Additional Guarantor Assumption Agreement (the "Additional Guarantor Accession Date") ----------------------------------- by the Secretary or an Assistant Secretary of such Subsidiary; and (2) a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (B) the articles or certificate of incorporation of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Additional Guarantor Accession Date, and the bylaws of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Additional Guarantor Accession Date; and (C) an opinion of counsel to such Subsidiary and addressed to the Agent and the Banks, substantially in the event form of Exhibit E; --------- provided that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender▇▇▇▇▇ ▇▇▇▇▇▇▇▇ International Group, such Subsidiary Inc. shall not be permitted required to -------- become an Additional Guarantor prior to July 31, 1998 and no special-purpose Subsidiary the business and activities of which are restricted to being the entity through which a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor Permitted Receivables Purchase Facility is effected shall be included as required to be an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersAdditional Guarantor.

Additional Guarantors. Upon the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary or the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (ain each case, other than an Excluded Subsidiary) Prior or upon any Subsidiary ceasing to be an Excluded Subsidiary, the inclusion of a Property as an Unencumbered Property hereunder the Initial Borrower shall: , in each case, at the Borrowers’ expense, promptly, within ninety (i90) notify the days, or such longer period as determined in writing by Administrative Agent in writing of any Required Subsidiary Guarantor that is not at its sole discretion from time to time, after such time a Guarantor (each formation, acquisition, cessation or re-designation, cause such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor hereunder and a Grantor under this the Pledge and Security Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each LenderCollateral Agent a Counterpart Agreement, and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that, for the avoidance of doubt, (x) the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall not be permitted limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary, (y) no Excluded Subsidiary shall be required to become a Guarantor, and for the avoidance of doubt (z) no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor security interest shall be included as an Unencumbered Propertyrequired in Excluded Assets. Additionally, in each case without after such formation, acquisition, cessation or re-designation, the prior Borrower Representative shall promptly send to Administrative Agent written consent notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the Administrative Agent data required to be set forth in Schedules 4.01 and the Required Lenders4.02 with respect to such Subsidiaries; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.

Additional Guarantors. (a) Prior With respect to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify any Person that becomes a Subsidiary of the Administrative Agent in writing REIT after the Closing Date (other than any such Subsidiary (x) which, when taken together with all other Subsidiaries of any Required Subsidiary Guarantor the REIT that are not Guarantors, is an Immaterial Subsidiary, (y) that is not at such time an Excluded Subsidiary or (z) that is a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”Foreign Subsidiary); , (ii) provide any Subsidiary of the Administrative Agent with Borrower that ceases to be an Immaterial Subsidiary or Excluded Subsidiary after the U.S. taxpayer identification Closing Date for each Proposed Subsidiary Guarantor; and a period of more than 90 days, (iii) provide any Subsidiary of the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor Borrower that owns any Investment Property that is included in the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including Borrowing Pool after the USA PATRIOT Act; Closing Date and/or (iv) if any Subsidiary of the Borrower that owns, directly or indirectly, any Equity Interests of any Affiliated Investor that owns an Investment Property that is included in the Borrowing Pool after the Closing Date, within 20 days after such time that such Person becomes a Subsidiary (other than an Immaterial Subsidiary or an Excluded Subsidiary) or ceases to be an Immaterial Subsidiary or Excluded Subsidiary or such Investment Property is included in the Borrowing Pool, as applicable, (w) cause such Person to execute a joinder agreement to the Guaranty Agreement in form and substance reasonably satisfactory to the Administrative Agent, (x) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv4.01(a)(iv) and (viv) with respect to each Proposed Subsidiary Guarantor; such Person, (vy) if as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, counsel to such Person (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor such Person and the Loan Documents as the Administrative Agent may reasonably request; and request and (viz) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to provide the Administrative Agent a joinder agreement in substantially with the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate U.S. taxpayer identification for such purpose. Person (b) Notwithstanding anything to or the contrary contained in this Agreementequivalent thereof, in the event that such Person is not organized under the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent laws of the Administrative Agent and United States, any State thereof or the Required LendersDistrict of Columbia).

Additional Guarantors. (a) Prior If any Domestic Subsidiary becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt or any Person becomes an Intermediate Subsidiary Guarantor (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary Guarantor”), then: (i) within 30 days (or such longer period as the inclusion Administrative Agent shall agree) of a Property as an Unencumbered Property hereunder such event, the Borrower shall: (iA) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each event and the name of such Subsidiary being referred to hereinafter as a “Proposed New Subsidiary Guarantor”); (iiB) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed such New Subsidiary Guarantor; and (iiiC) provide the Administrative Agent with any and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent Agent, or such any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act;, the Canadian AML Acts and the Beneficial Ownership Regulation; and (ii) within 45 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) cause such New Subsidiary Guarantor to execute and deliver to the Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit G; and (B) deliver to the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii) and (iv) with respect to such New Subsidiary Guarantor and (y) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), favorable opinions of counsel (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed such New Subsidiary Guarantor and the Loan Documents to which such New Subsidiary Guarantor is a party as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing request all in form, content and delivering scope reasonably satisfactory to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeAgent. (b) Notwithstanding anything to the contrary contained in this Agreement, in : (i) In the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed New Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each LenderAgent, such New Subsidiary Guarantor, as applicable, shall not be permitted to become a Guarantor, and for the avoidance of doubt (a) no Default shall occur as a result thereof and (b) no Property owned or ground leased, directly or indirectly, by such Proposed New Subsidiary Guarantor Guarantor, as the case may be, shall be included as an Unencumbered Property, in each case without Property unless (x) such Property satisfies all of the prior written consent of Unencumbered Property Criteria (other than the criterion requiring such New Subsidiary Guarantor to be a Subsidiary Guarantor) and (y) the Administrative Agent provides its prior written consent; and (ii) If any Foreign Subsidiary provides a guaranty of any Sabra Senior Notes or otherwise is or becomes a borrower or a guarantor of, or otherwise incurs or has incurred a payment obligation in respect of, any Unsecured Debt of the REIT Guarantor or any Subsidiary thereof that is organized under the laws of any state within the United States (other than any Subsidiary of any other Subsidiary of the Parent Borrower that is organized under the laws of any jurisdiction other than a state within the United States), then the REIT Guarantor and the Required LendersParent Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the procedures described above in this Section 6.14.

Additional Guarantors. (a) Prior From time to the inclusion time any one or more Subsidiaries of a Property as an Unencumbered Property hereunder the Borrower shall: (iother than the Loan Parties) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a each, an “Proposed Subsidiary Additional Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order may, upon written notice to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, become a Guarantor hereunder by delivering to the Administrative Agent a Joinder Agreement, substantially in the form of Exhibit J (a “Joinder Agreement”), duly executed by such Additional Guarantor or Additional Guarantors, as applicable; provided that in the case of each Additional Guarantor or Additional Guarantors, as applicable, that become a Guarantor pursuant to this Section 10.17, each such Additional Guarantor or Additional Guarantors, as applicable, shall (x) deliver to the Administrative Agent simultaneously with the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver Joinder Agreement legal opinions from counsel to the Administrative Agent a favorable opinion Loan Parties in New York and in the jurisdiction or incorporation of counselthe Additional Guarantor or Additional Guarantors, which counsel shall be reasonably acceptable to the Administrative Agentas applicable, addressed to the Administrative Agent and each Lender, as applicable, reasonably acceptable to the Administrative Agent, covering such matters concerning relating to the Proposed Subsidiary Guarantor applicable Joinder Agreement and the Loan Documents transactions contemplated hereby and thereby as the Administrative Agent may reasonably request; andrequest and (y) deliver to each Lender, at least five Business Days prior to the execution of the Joinder Agreement, all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation the USA PATRIOT Act, in form and substance satisfactory to such Lender so as to not cause such Lender to be in violation of such rules and regulations. The execution and delivery of any Joinder Agreement shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding any Additional Guarantor becoming a party to this Agreement. (vib) If, as of the last day of any fiscal quarter of the Borrower (for purposes of this Section 10.17(b), the “reference date”), (i) the EBITDA of the Loan Parties as of the reference date, for the Rolling Period ended on the reference date (determined on a Consolidated basis in accordance with IFRS), represents less than 80% of the Consolidated EBITDA for such Rolling Period, or (ii) the unconsolidated total assets of the Loan Parties (other than Capital Stock of any Loan Party) as of the reference date (determined on a Consolidated basis in accordance with IFRS) represent less than 80% of the Consolidated Total Assets as of the reference date, or (iii) the aggregate amount of the net sales of goods of the Loan Parties as of the reference date, as reflected in the balance sheets of the Loans Parties for the fiscal quarter of the Loan Parties ended on the reference date, represents less than 80% of the amount of the net sales of goods of the Borrower and its Subsidiaries as of the reference date, as reflected in the Consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended on the reference date, the Borrower shall, at its sole cost and expense, within the earlier of (x) 60 days following such reference date, and (y) 15 days following the date on which financial statements of the Borrower for the fiscal quarter of the Borrower ended on such reference date are actually delivered (or otherwise made available) pursuant to Section 6.01(a) or (b), as applicable, to the Administrative Agent, cause each Proposed Subsidiary Guarantor one or more Subsidiaries of the Borrower to become a Guarantor under this Agreement Additional Guarantor(s) hereunder, by executing and delivering to the Administrative Agent a joinder agreement Joinder Agreement, so that, (A) the EBITDA of such Additional Guarantors together with the EBITDA of the Loan Parties party to this Agreement as of the reference date, in substantially each case, for the form Rolling Period ended on the reference date (determined on a Consolidated basis), represents at least 80% of Exhibit G the Consolidated EBITDA for such Rolling Period, (B) the unconsolidated total assets of such Additional Guarantors together with the total assets of the Loan Parties (other than Capital Stock of any Loan Party) party to this Agreement as of the reference date, in each case (determined on a Consolidated basis), represent at least 80% of the Consolidated Total Assets as of such reference date, or (C) the amount of the net sales of goods of such other document Additional Guarantors together with the amount of the net sales of goods of the Loan Parties party to this Agreement as of the reference date, represent at least 80% of the amount of the net sales of goods of the Borrower and its Subsidiaries as of the reference date, as reflected in the Consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended on the reference date. (c) The Borrower shall have the right, at any time and from time to time, following compliance with Section 10.17(b) as of the last day of the fiscal quarter of the Borrower most recently ended (for purposes of this paragraph, such date, the “reference date”), to request by written notice to the Administrative Agent shall deem appropriate the release of one or more Reference Guarantors from its obligations under the Loan Documents, but only to the extent that, after giving effect to the proposed release of such Reference Guarantor as Guarantor hereunder, (i) the EBITDA of the Loan Parties party to this Agreement as of the reference date (disregarding for such purposedetermination, EBITDA of the Reference Guarantor), for the Rolling Period ended on the reference date (determined on a Consolidated basis in accordance with IFRS), represents at least 80% of the Consolidated EBITDA for such Rolling Period, or (ii) the unconsolidated total assets (other than Capital Stock of any Loan Party) of the Loan Parties party to this Agreement (disregarding for such determination, assets of the Reference Guarantor) as of the reference date (determined on a Consolidated basis), represent at least 80% of the Consolidated Total Assets as of such reference date, or (iii) the amount of the net sales of goods of the Loan Parties party to this Agreement (disregarding for such determination, the amount of net sales of goods of the Reference Guarantor) as of the reference date, represent at least 80% of the amount of the net sales of goods of the Borrower and its Subsidiaries as of the reference date, as reflected in the Consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended on the reference date. Upon delivery of any such written notice by the Borrower to the Administrative Agent (together with calculations in reasonable detail to that effect), the Administrative Agent shall, at the expense of the Borrower, take such actions and execute and deliver such agreements, instruments and documents as may be necessary or advisable (as reasonably requested by the Borrower) in order to evidence any such release. (bd) Notwithstanding anything to the contrary contained As used in this AgreementSection 10.17, in the event that the results of any such term “know your customerEBITDA” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory Person shall have a correlative meaning with the meaning of the term “Consolidated EBITDA,” provided that each reference to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for Borrower in the avoidance definition of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor “Consolidated EBITDA” shall be included as an Unencumbered Property, in each case without deemed a reference to such Person but shall disregard any reference to the prior written consent Subsidiaries of the Administrative Agent and the Required Lenderssuch Person.

Additional Guarantors. (a) Prior If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the inclusion of case may be, any Subsidiary shall have become a Property Material Domestic Subsidiary (or shall be otherwise designated as an Unencumbered Property hereunder a Material Domestic Subsidiary by the Borrower hereunder), then the Borrower shall: , within 60 days (i) notify or such longer period of time as the Administrative Agent may agree in writing its sole discretion) after delivery of any Required such financial statements, (1) cause such Material Domestic Subsidiary Guarantor that is not at such time to enter into a Guarantor (each such Subsidiary being referred joinder agreement to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Guarantee and Collateral Agreement in form and substance reasonably satisfactory to the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and Agent, (iii2) provide deliver to the Administrative Agent Agent, each Issuing Bank and each Lender with all the documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests so requested in order to comply connection with its obligations bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or reasonably advisable to ▇▇▇▇▇ ▇o the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws (not including, for the avoidance of doubt, any foreign laws). (ivb) if If requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate receive an opinion of counsel for such purpose. (b) Notwithstanding anything to the contrary contained Borrower in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any joinder agreement or the amendments and each Lendersupplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Subsidiary joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not only be permitted required under and subject to become the terms of the Loan Documents to perfect a GuarantorLien securing the Secured Obligations by (x) filing of UCC financing statements pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s), (y) filing of short form security agreements in appropriate form for filing with the USPTO and for the avoidance USCO and (z) delivery to the Administrative Agent to be held in its possession of doubt no Property owned or ground leasedall Collateral consisting of certificated securities evidencing Equity Interests, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Propertyintercompany notes and Material Debt Instruments, in each case without to the prior written consent extent required pursuant to the Loan Documents. Without limiting the generality of the foregoing, no Borrower or Guarantor shall be required to take any action to perfect a Lien securing the Secured Obligations in (i) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection is accomplished by the filings of a UCC financing statement or equivalent (it being understood that no actions shall be required to perfect a security interest in letter of credit rights other than the filing of a UCC financing statement or equivalent), (ii) commercial tort claims in an amount less than the amount set forth in the Guarantee and Collateral Agreement (other than by the filing of a UCC financing statement), (iii) assets requiring perfection through control agreements or other control arrangements, including in respect of any deposit, securities or commodities account, (iv) any asset located outside of the United States (other than Equity Interests issued by Foreign Subsidiaries to the extent such Equity Interests constitute Collateral) and no foreign law security or pledge agreements or foreign intellectual property filings or searches shall be required, (v) assets requiring perfection by possession (other than pursuant to the foregoing clause (y) of this Section 5.10 (c)), (vi) motor vehicles and other assets subject to certificates of title (other than by the filing of a UCC financing statement) or (vii) assets for which the Borrower and the Administrative Agent and reasonably agree that the Required Lenderscost, burden or consequence (including material adverse tax consequences) of perfecting a security interest in such assets is excessive in relation to the value of the security to be afforded thereby.

Additional Guarantors. (a) Prior Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and any event within twenty (20) days), except with respect CREDIT AGREEMENT – Page 70 to the inclusion of ▇▇▇▇▇▇ India, Micro or any other Foreign Subsidiary (other than a Property as an Unencumbered Property hereunder the Borrower shall: Foreign Subsidiary required to comply with this clause (a) pursuant to clause (c)(i) below), (i) notify the execute and deliver to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be reasonably requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in writing of all ownership interests held by any Required Subsidiary Guarantor that is not at Obligated Party in such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); Subsidiary, and (ii) provide the cause such Person to (a) become a Guarantor by executing and delivering to Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and a Guaranty, (iiib) provide the execute and deliver all Security Documents requested by Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (subject to such exceptions as Administrative Agent may permit or as otherwise allowed by this Agreement) and take all actions reasonably required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority security interest in such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulationsproperty, including the USA PATRIOT Act; (iv) if filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vic) with respect to each Proposed Subsidiary Guarantor; real property owned in fee simple by such Subsidiary: (vi) if requested by the Administrative AgentMortgage and evidence of the proper recordation of each such Mortgage (or the delivery of any such Mortgage to the applicable title insurance company for recordation, on or immediately after the date of such delivery to such company) in the appropriate filing office, and (ii) the Owned Real Estate Support Documents with respect to such real property; and (d) deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent such other documents and each Lender, instruments as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably request; and (vi) cause each Proposed Subsidiary Guarantor satisfactory to become a Guarantor under this Agreement by executing and delivering to Administrative Agent. Notwithstanding the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the foregoing, Administrative Agent shall deem appropriate for not enter into any Mortgage acquired by any Obligated Party after the Closing Date until the date that is (a) if such purposeMortgaged Property relates to a property not located in a flood zone, five (5) Business Days or (b) if such Mortgaged Property relates to a property located in a flood zone, thirty (30) days, after Administrative Agent has delivered to the Lenders the following documents in respect of such Mortgaged Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Mortgaged Property is located in a “special flood hazard area”, (A) a notification to the applicable Obligated Party of that fact and (if applicable) notification to the applicable Obligated Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Obligated Party of such notice; and (iii) evidence of required flood insurance in compliance with the applicable regulations of the Board of Governors of the Federal Reserve System. (b) Notwithstanding anything Not later than one hundred and eighty (180) days after the consummation of the ▇▇▇▇▇▇ Acquisition (or such later date as Administrative Agent may agree in at its sole option), Borrower shall have caused BGSF Professional and its Subsidiaries to (x) grant to Administrative Agent a perfected security interest in 66% of the contrary contained voting stock and 100% of the non-voting stock of each of ▇▇▇▇▇▇ India and Micro and (y) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require in this Agreementconnection therewith; provided that Administrative Agent may, in the event at its sole option upon its reasonable determination that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect benefits to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.other Lenders of Borrower’s and its Subsidiaries’ compliance with this Section 7.13(b) are materially outweighed by the costs of such compliance, waive all or a portion of the obligations set forth in this Section 7.13

Additional Guarantors. (a) Prior to, or simultaneous with, any Subsidiary becoming (i) a borrower under or a guarantor of the Senior Facilities or (ii) a guarantor of the Existing Bonds, the Borrower shall cause that Subsidiary to become an Additional Guarantor; provided that such Subsidiary shall not be required to become an Additional Guarantor if its accession hereto would result in the provision of unlawful financial assistance pursuant to the inclusion applicable laws of a Property as an Unencumbered Property hereunder any Relevant Jurisdiction or would result in the violation of any similar applicable laws of any Relevant Jurisdiction regarding limitations on guarantees. For the avoidance of doubt, the Borrower shallshall cause Mergeco and any Subsidiaries of the Target that, on the Closing Date, will be guarantors of the Senior Facilities to become Additional Guarantors on the Closing Date. To the extent that Mergeco is not required to become an Additional Guarantor otherwise pursuant to the terms of this Clause 24.2(a), the Borrower shall cause Mergeco to become an Additional Guarantor on the Closing Date. (b) Subject to compliance with the provisions of paragraph (c) and (d) of Clause 19.9 (“Know your customer” checks), the Borrower may request that any of its Subsidiaries become an Additional Guarantor. (c) A Subsidiary shall become an Additional Guarantor when: (i) notify the Administrative Borrower delivers to the Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”);duly completed and executed Accession Letter; and (ii) provide the Administrative Agent with has received all of the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation documents and other information concerning evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” form and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver substance satisfactory to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (bd) Notwithstanding anything to The Agent shall notify the contrary contained Borrower and the Lenders promptly upon being satisfied that it has received (in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to it) all the Administrative Agent documents and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance other evidence listed in Part II of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersSchedule 2 (Conditions Precedent).

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder The Parent, the Borrower shall:and each other Credit Party shall ensure that on or prior to any Person becoming a Subsidiary of any Credit Party and on or prior to an Inactive Subsidiary ceasing to comply with Section 7.1(qq): (i) notify such Person shall execute and deliver in favour of the Administrative Agent in writing Lender a guarantee of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”)all the Obligations of the Credit Parties under this Agreement and all the other Credit Documents; (ii) provide such Person shall grant any and all Security as the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; andLender may require; (iii) provide to the Administrative Agent extent not previously delivered, all shares in the capital of such Person are pledged to the Lender (and each all original share certificates are delivered to the Lender, duly endorsed in blank or accompanied by a duly executed stock power transfer form) and, if requested by the Lender, all directors of such Person have delivered to the Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actresignations duly executed but undated; (iv) if requested the Lender has received evidence of registration or other perfection of such Security and/or pledge in such jurisdictions as the Lender may require to ensure that such Security and/or pledge creates valid and enforceable security interests in the assets or shares to which such Security or pledge relates with the Agreed Priority, enforceable against third parties, trustees in bankruptcy and all similar officials (subject to any exceptions agreed to by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) Lender with respect to each Proposed Subsidiary GuarantorNon-Core Assets); (v) if requested by the Administrative Agent, deliver to Lender has received opinions of the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning Person relating to, among other things, its subsistence, the Proposed Subsidiary Guarantor due authorization, execution, delivery and enforceability of the Credit Documents to which such Person is a party and the Loan Documents creation and perfection of the Liens against such Person under the Security Documents; (vi) the Lender has received all discharges, subordination agreements, waivers and confirmations as the Administrative Agent Lender may reasonably requestrequire to ensure that all Obligations under the Credit Documents are secured by Liens on the property and assets of such Person with the Agreed Priority; and (vivii) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or Lender has received such other document evidence, certificates and documentation as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained Lender may request; in this Agreementeach case, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably form and substance satisfactory to the Administrative Agent and each Lender. For greater certainty, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent any acquisition of the Administrative Agent and the Required LendersEquity Interests of another Person is subject to Section 8.2(i).

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify Cause Capella University to remain a Guarantor at all times and (ii) take such action as may be necessary to cause the Obligations to be guaranteed by all other Domestic Subsidiaries (other than (A) Sophia Learning unless and until Sophia Learning is a Wholly-Owned Subsidiary, and (B) RDI unless RDI has not been dissolved or merged into the Borrower or a Subsidiary within six months of the Closing Date). (b) Cause each Foreign Subsidiary acquired or formed by the Borrower after the Closing to become a Guarantor unless such Foreign Subsidiary is a “controlled foreign corporation” under Section 957 of the Code and the Borrower delivers a certificate stating that there would be material adverse consequences to the Borrower if such Foreign Subsidiary executed the Guaranty. On the Closing Date, Resource Development International Limited shall not be a Guarantor. (c) In the event that Foreign Subsidiaries which are not Guarantors or Pledged Foreign Subsidiaries provide 20% or more of Consolidated EBITDA of the Borrower and all its Subsidiaries for any period of four fiscal quarters, the Borrower shall cause one or more of such Foreign Subsidiaries to either (i) become a Pledged Foreign Subsidiary, or (ii) guarantee the Obligations, in each case only to the extent necessary to reduce the amount of Consolidated EBITDA contributed by Foreign Subsidiaries for such period (on a pro forma basis) which are not Guarantors or Pledged Foreign Subsidiaries to not more than 20% of Consolidated EBITDA of the Borrower and its Subsidiaries for such period in accordance with clause (d). (d) Notify the Administrative Agent in writing of (i) when any Required Person becomes a Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); and (ii) provide if at the Administrative Agent time of delivery of a Compliance Certificate the Consolidated EBITDA of Foreign Subsidiaries that are not Guarantors or Foreign Pledged Subsidiaries exceeds 20% of the Consolidated EBITDA of the Borrower and all its Subsidiaries with respect to the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; most recently ended four fiscal quarters, setting forth the Foreign Subsidiaries which will either become Foreign Pledged Subsidiaries or a Guarantor and (iiiA) provide the Administrative Agent promptly thereafter (and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent in any event within 30 days or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall longer period as may be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed new Domestic Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially counterpart to the form of Exhibit G Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose.; (bB) Notwithstanding anything promptly thereafter (and in any event within 30 days or such longer period as may be acceptable to the contrary contained Administrative Agent) either (A) pledge or cause to be pledged stock of the applicable Foreign Subsidiary as required under clause (c) pursuant to a pledge agreement, together any filings and deliveries reasonably necessary in this Agreementconnection therewith to perfect the Liens therein, or (B) cause the applicable Foreign Subsidiary to guarantee the Obligations, all pursuant to documents in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not form and substance reasonably satisfactory to the Administrative Agent; (C) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and each Lender(iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, such Subsidiary shall not be permitted among other things, the legality, validity, binding effect and enforceability of the documentation referred to become a Guarantorin clause (A) and clause (B), all in form, content and for scope reasonably satisfactory to the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent Administrative Agent; and (D) from time to time upon reasonable request of the Administrative Agent, at the Borrower’s expense, deliver or cause to be delivered to the Administrative Agent such supplements, share certificates, stock powers, UCC filings, control agreements and other documents, and take or cause to be taken such other action (including the filing of documents, and the Required Lenderspayment of taxes and charges) as the Administrative Agent shall reasonably request.

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) Promptly cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent execution of a joinder agreement guaranty supplement in substantially the form of Exhibit G or such other document E hereto (each, a "Guaranty Supplement") (A) each of its Subsidiaries that, as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything determined by reference to the contrary contained in annual audited Consolidated statement of financial performance and statement of cash flow of the Parent Guarantor for the fiscal year ended immediately prior to the date of determination, is a Material Subsidiary, provided that, if the Consolidated assets of the Parent Guarantor attributable to the Guarantors aggregate less than the aggregate principal amount of all Consolidated indebtedness of the Parent Guarantor that is not by its terms subordinated to the Obligations of the Loan Parties under this Agreement, in each case as determined by reference to the event annual audited Consolidated statement of financial position of the Parent Guarantor, then the Loan Parties shall promptly cause to become Guarantors such additional Subsidiaries (other than those Subsidiaries expressly excluded under sub-clauses (a), (b) and (c) of the definition of Material Subsidiary) as would cause the total assets of the Parent Guarantor so attributable to the Guarantors hereunder to exceed the aggregate principal amount of such indebtedness, (B) any Material Subsidiary that is, immediately after the results initial Borrowing, and any Subsidiary that thereafter becomes, a guarantor of any Public Senior Debt, (C) any Material Subsidiary that is required to be added as a Guarantor pursuant to Section 7.06 and (D) the Parent Guarantor. Upon the execution and delivery by any Person of a Guaranty Supplement, (a) such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect Person shall be referred to any Proposed Subsidiary as an "Additional Guarantor" and shall become and be a Guarantor are not reasonably satisfactory to the Administrative Agent hereunder, and each Lender, reference in this Agreement to a "Guarantor" shall also mean and be a reference to such Subsidiary shall not be permitted to become a Additional Guarantor, and for the avoidance (b) each reference herein to "this Agreement", "hereunder", "hereof" or words of doubt no Property owned like import referring to this Agreement, and each reference in any other Loan Document to this Agreement, "thereunder", "thereof" or ground leasedwords of like import referring to this Agreement, directly or indirectly, shall mean and be a reference to this Agreement as supplemented by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required LendersGuaranty Supplement.

Additional Guarantors. (a) Prior to Upon the inclusion direct or indirect formation or acquisition by the Parent of a Property as an Unencumbered Property hereunder Material Subsidiary that is not a Non-Guaranteeing Material Subsidiary or upon a Subsidiary of the Borrower shallParent becoming a Material Subsidiary that is not a Non-Guaranteeing Material Subsidiary: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (Borrowers shall forthwith cause each such Subsidiary being referred to hereinafter as a (the “Proposed Subsidiary Prospective Full Recourse Guarantor”); ) and any Subsidiary of the Parent which has an ownership interest in such Prospective Full Recourse Guarantor (iithe “Prospective Limited Recourse Guarantor”) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent to duly execute and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect Guarantee to each Proposed Subsidiary Guarantorwhich it is a party; (vii) if requested by the Borrowers shall forthwith deliver, or cause to be delivered to, the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable in form and substance satisfactory to the Administrative Agent: (A) a duly certified copy of the articles of incorporation and by-laws or comparable documents of each such Subsidiary; (B) a certificate of status or good standing for each such Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Subsidiary is incorporated (other than with respect to any Subsidiary whose jurisdiction of incorporation does not customarily offer such certificates); (C) a duly certified copy of the resolution of the board of directors of each such Subsidiary authorizing it to execute, addressed deliver and perform its obligations under each Credit Document to which such Subsidiary is a signatory and, in the case of the Prospective Full Recourse Guarantor, a duly certified copy of the resolution of the board of directors (if required under the constating documents or by-laws of such Subsidiary) of such Subsidiary authorizing the pledge of all of its issued and outstanding shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; (D) a certificate of an officer of each Lendersuch Subsidiary, as in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such matters concerning Subsidiary is a signatory (other than with respect to any Subsidiary with respect to the Proposed Subsidiary Guarantor Credit Documents to which it is a signatory are all executed before a notary public); (E) share certificates representing all of the issued and outstanding shares of the Prospective Full Recourse Guarantor, in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney; (F) an opinion of each such Subsidiary’s counsel addressed to the Lenders, the Administrative Agent and its counsel, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the Loan validity and enforceability of the Credit Documents to which such Subsidiary is a party in the jurisdiction of incorporation of such Subsidiary and in the Province of Ontario and such other matters as the Administrative Agent may reasonably request; and (viG) an opinion of the Administrative Agent’s counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with each such Subsidiary (including, without limitation, the legality, validity and binding nature of the obligations of such Subsidiary under, and the enforceability against such Subsidiary of, the Credit Documents which are governed by the laws of the Province of Ontario); (iii) the Borrowers shall forthwith cause each Proposed Subsidiary Guarantor such additional Security Documents or amendments to become a Guarantor under this Agreement by executing existing Security Documents to be executed and delivering delivered to permit the pledge of the Shares of the Prospective Full Recourse Guarantor; (iv) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and (v) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreementhave been made which, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent opinion of the Administrative Agent Agent’s counsel, acting reasonably, are desirable or required to make effective the Security created or intended to be created pursuant to Section 11.1(u)(iii) and to ensure the perfection and the Required Lendersintended first-ranking priority of such Security; whereupon the Prospective Full Recourse Guarantor shall become an Additional Full Recourse Guarantor and the Prospective Limited Recourse Guarantor shall become an Additional Limited Recourse Guarantor. Upon the direct or indirect formation or acquisition by the Parent of a Material Subsidiary that is a Non-Guaranteeing Material Subsidiary or upon a Subsidiary of the Parent becoming a Material Subsidiary that is a Non-Guaranteeing Material Subsidiary, this Section 11.1(u) shall apply to the Subsidiary of the Parent which has the closest direct or indirect ownership interest in such Material Subsidiary and to the shareholder(s) of such Subsidiary, mutatis mutandis.

Additional Guarantors. (a) Prior The Company covenants and agrees that it will cause any Person which becomes obligated to guarantee the Notes, pursuant to the inclusion terms of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at this Indenture, including, without limitation, Section 4.10 and Section 10.04 hereof, within ten Business Days after such time a Guarantor (each such Subsidiary being referred obligation exists, to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent execute and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent Trustee a supplemental indenture in the items referenced in Section 4.01(a)(iii), form of Exhibit E hereto (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested which supplemental indenture may be executed by the Administrative Agent, deliver Company on behalf of the Guarantors (other than such Person which becomes obligation to guarantee the Notes) pursuant to a power of attorney granted by such Guarantors to the Administrative Agent a favorable opinion of counsel, Company) pursuant to which counsel such Subsidiary shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing Article 10 and delivering shall Guarantee the Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Administrative Agent Trustee an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary (such Opinion of Counsel regarding due authorization, execution and delivery (to the same extent delivered by counsel to the Company as of the Closing Date) shall be required only if such Guarantor is organized under the laws of the State of Arizona or the State of Delaware) and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a joinder agreement proceeding at law or in substantially equity, the form Guarantee of Exhibit G or such other document Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms; provided, that the enforceability opinion of such counsel may be limited and qualified to the same extent as the Administrative Agent shall deem appropriate for such purposeopinion of counsel to the Company delivered as of the Closing Date. (b) Notwithstanding anything to Any Guarantor that is designated an Unrestricted Subsidiary in accordance with the contrary contained in terms of this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor Indenture shall be included as released from and relieved of its obligations under its Guarantee and any (i) Unrestricted Subsidiary that ceases to be an Unencumbered PropertyUnrestricted Subsidiary and (ii) any Subsidiary which is not a Guarantor which becomes a domestic, Wholly Owned Subsidiary (excluding Coronado Health Services, Inc.) will be required to execute a Guarantee in each case without accordance with the prior written consent terms of the Administrative Agent and the Required Lendersthis Indenture.

Additional Guarantors. (a) Prior If Borrower desires that an asset owned by a Related Company which is not previously a Guarantor become a Structured Finance Collateral Asset, then as a condition thereto such Related Company (x) shall be a direct or indirect Subsidiary of Borrower or any Guarantor, and (y) shall become a Guarantor upon delivery to the inclusion Agent of a Property as an Unencumbered Property hereunder the Borrower shall: following, all in form and substance reasonably satisfactory to the Agent: (i) notify a supplement to this Agreement executed and delivered by such proposed Guarantor assenting to be bound by all the Administrative Agent in writing terms of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as a Guarantor, and (ii) good standing certificates, general partner certificates, secretary certificates, opinions of counsel and such other documents as may be reasonably requested by the Administrative Agent. The Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering shall promptly provide copies of said documents to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purposeLenders. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect Borrower may transfer title to any Proposed Subsidiary Guarantor are not Structured Finance Collateral Asset owned by Borrower to a single purpose limited liability company wholly-owned by Borrower provided that such limited liability company (x) delivers to Agent the items described in clauses (i) and (ii) of the preceding clause (a), all in form and substance reasonably satisfactory to the Administrative Agent and each LenderAgent, such Subsidiary shall not be permitted to become (y) becomes a GuarantorGuarantor hereunder, and (z) executes the Pledge and Security Agreement as a “Pledgor” (as such term is defined in the Pledge and Security Agreement) and grants to the Agent, for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent benefit of the Administrative Agent and the Required Lenders, a first priority security interest in such Structured Finance Collateral Asset and the proceeds thereof to secure payment of the Obligations .

Additional Guarantors. (a) Prior to In the inclusion event that the Borrower shall request that certain Real Estate of a Property Wholly Owned Subsidiary of Borrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP be included as an Unencumbered Property hereunder as contemplated by Section 2.28 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof, the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter , as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or condition to such Lender requests in order Real Estate being included as an Unencumbered Property but subject to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii5.11(d), (iv) cause each Unencumbered Property Owner, and (vi) with respect any other Subsidiary of Borrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP which owns an interest in such Unencumbered Property Owner, to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, execute and deliver to the Administrative Agent a favorable opinion Joinder Agreement on or before the delivery date of counselthe Compliance Certificate in which sure Real Estate is initially listed as an Unencumbered Property or, which counsel if such Real Estate is initially listed for inclusion as an Unencumbered Property pursuant to a pro forma Compliance Certificate , on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(c), and such Subsidiary or Subsidiaries, as applicable, shall be reasonably acceptable become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent, addressed Agent and on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(c) execute and deliver to the Administrative Agent a Joinder Agreement, and each Lendersuch Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such matters concerning the Proposed Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent may reasonably request; and (vi) cause each Proposed require, including, without limitation, the Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender Organizational Deliverables with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lendersthereto.

Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent Any Person may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent Trustee (1) a joinder agreement supplemental indenture evidencing such Guarantor's Guarantee in substantially form and substance reasonably satisfactory to the form Trustee, which subjects such Person to the provisions of Exhibit G or this Indenture as a Guarantor, and (2) an Opinion of Counsel to the effect that such other document supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid, binding and enforceable obligation of such Person (subject to such customary exceptions concerning fraudulent conveyance laws, creditors' rights and equitable principles as may be acceptable to the Administrative Agent shall deem appropriate for such purposeTrustee in its discretion). (b) Notwithstanding anything If the Company or any of its Subsidiaries acquires or forms a Material U.S. Subsidiary (other than a Securitization Subsidiary) or if any Subsidiary of the Company shall become a Material U.S. Subsidiary (other than a Securitization Subsidiary), the Company will cause any such Subsidiary to (1) execute and deliver to the contrary contained Trustee a supplemental indenture in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not form and substance reasonably satisfactory to the Administrative Agent and each Lender, Trustee pursuant to which such Subsidiary shall not be permitted guarantee all of the obligations of the Company with respect to become the Securities issued under this Indenture on a Guarantorsenior joint and several basis in substantially the same manner and to the same extent set forth in this Article 11, and for (2) deliver to such Trustee an Opinion of Counsel reasonably satisfactory to such Trustee to the avoidance of doubt no Property owned or ground leased, directly or indirectly, effect that a supplemental indenture has been duly executed and delivered by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, and such Subsidiary is in each case without compliance with the prior written consent terms of the Administrative Agent and the Required LendersIndenture; provided, however, this requirement shall not apply to any Securitization Subsidiary.

Additional Guarantors. Notify Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person to (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially counterpart of the form of Exhibit G Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose. , and (b) Notwithstanding anything execute and deliver to Agent a counterpart of the contrary contained in this AgreementSecurity Agreement and take such further actions and execute all such further documents and instruments as may be necessary or, in the event opinion of the Agent, for the benefit of the Lenders, except for Liens permitted under clause (b) through (i) of Section 7.1, a valid perfected First Priority Lien on all of the personal and mixed property assets of such Subsidiary described in the applicable forms of Collateral Documents. In addition, Borrower shall, or shall cause the Subsidiary that owns the results Capital Stock of such Person to, execute and deliver to Agent a supplement to the Security Agreement and to deliver to Agent all certificates representing such Capital Stock of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank) and deliver to Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.1(a) and favorable opinions of counsel to the Loan Parties and such Person addressed to Agent and Lenders (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Section 6.13), all in form, content and scope reasonably satisfactory to Agent. Notwithstanding the foregoing, Borrower and its Subsidiaries shall not be required to cause Quidel Deutschland to become a Guarantor or to cause any such “know your customer” or similar investigation conducted by of the Administrative Agent Capital Stock or any Lender of the assets of Quidel Deutschland to be pledged pursuant to the Loan Documents unless the Permitted Sale does not occur by December 31, 2005 (it being understood that if the Permitted Sale does not occur by such date, Borrower shall by such date execute and deliver to Agent a foreign pledge agreement in form and substance satisfactory to Agent and other documentation and opinions in form, content and scope reasonably satisfactory to Agent, including documentation and opinions described in the immediately foregoing sentence with respect to any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent 65% of the Administrative Agent and the Required LendersCapital Stock of Quidel Deutschland).

Additional Guarantors. (a) Prior Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (or, if earlier, within three (3) Business Days after the date such New Subsidiary (as hereinafter defined) becomes a guarantor of, or otherwise incurs a payment obligation under, the Indebtedness evidenced by the notes issued pursuant to the inclusion of a Property Existing Note Indenture (or such longer period as an Unencumbered Property hereunder the Borrower shall:Administrative Agent shall agree)) (such date, the “Notification Date”); (i) notify the Administrative Agent in writing of any the existence of (x) each Person that became a Wholly-Owned Domestic Subsidiary, (y) each Wholly-Owned Domestic Subsidiary that no longer qualifies as an Excluded Subsidiary, and (z) each other Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary Person being referred to hereinafter as a “Proposed Subsidiary GuarantorNew Subsidiary”);; and (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed such New Subsidiary Guarantor(or the equivalent thereof, with respect to any such Foreign Subsidiary); and (iii) In addition, the Borrower shall promptly provide the Administrative Agent with any and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that the Administrative Agent Agent, or such any Lender through the Administrative Agent, reasonably requests in order to comply with its the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the USA PATRIOT Act;; and (b) Within 5 Business Days after the Notification Date (or such longer period as the Administrative Agent shall agree), cause each such New Subsidiary (to the extent such New Subsidiary is not an Excluded Subsidiary) to: (i) become a Guarantor by executing and delivering to the Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit E; and (ii) deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii) and (iv) with respect to such New Subsidiary and (y) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), favorable opinions of counsel (iv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel may be in-house counsel and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed such New Subsidiary Guarantor and the Loan Documents to which such New Subsidiary is a party as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing request all in form, content and delivering scope reasonably satisfactory to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose. (b) Agent. Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are is not reasonably satisfactory to the Administrative Agent and each LenderAgent, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.