Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as In the event that the Borrower shall request that certain Real Estate of the end of any fiscal quarter a Wholly Owned Subsidiary of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary Guarantor (eachof the Borrower be included as an Unencumbered Pool Asset, or that Real Estate that is subject to an Intercompany Loan which loan is owned by a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to Wholly Owned Subsidiary of Borrower be delivered hereunder (or such longer period of time included as the Administrative Agent may agree to in its sole discretion)an Unencumbered Pool Property, the Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each such New Material Wholly Owned Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by executing its respective organizational documents and delivering applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Administrative Agent a joinder agreement substantially in Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the form delivery of Exhibit A such Joinder Agreement, the Borrower shall deliver to the Subsidiary Guaranty Agent such organizational agreements, resolutions, consents, opinions and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) instruments as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into require. Each Guarantor shall be organized under the Subsidiary Guaranty laws of a State within the United States and become shall have its principal place of business in the United States, except that a Subsidiary Guarantor. (b) If, as Guarantor which owns an Unencumbered Pool Property in Canada may be organized under the laws of a Canadian province. In the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary event that a Guarantor is organized under the laws of any jurisdiction other than the United States of Americaa Canadian province, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary GuarantorsBorrower shall, exceeds fifteen percent (15%) of Consolidated EBITDA for as a condition to such period or fifteen percent (15%) of Consolidated Total Assets as of such datePerson becoming a Guarantor, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such Guarantor to enter into such additional Restricted Subsidiaries agreements as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each require as a result of such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is Guarantor not being organized under the laws of any jurisdiction other than a State within the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary GuarantorStates. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (aother than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) Ifbelow) to take, such actions from time to time as of the end of any fiscal quarter shall be necessary to ensure that all Subsidiaries of the Borrower for which Financials have been delivered hereunder(other than Unrestricted Subsidiaries and Excluded Subsidiaries, there except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall exist form or acquire any Material new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that is not already a Subsidiary Guarantor are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (each, a “New Material Subsidiary”d) below), the Borrower, as soon as practicable and in any event within fifty (50) 45 days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a joinder agreement substantially in the form description of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation all of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end assets of such quarter, in each case, attributable to all Restricted Subsidiaries new Subsidiary and will cause such new Subsidiary (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of AmericaUnrestricted Subsidiaries and Excluded Subsidiaries, any state or commonwealth thereof or the District of Columbia) except, with respect to Excluded Subsidiaries that are not Subsidiary GuarantorsForeign Subsidiaries or FSHCOs, exceeds fifteen percent to the extent provided in subsection (15%d) of Consolidated EBITDA for such period or fifteen percent below) to: (15%i) of Consolidated Total Assets as of such date, within fifty (50) 45 days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of time organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, Collateral Agent shall be required to become a Subsidiary Guarantorhave reasonably requested. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (aand any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) Ifthat directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder; provided that any Foreign Subsidiary will not be required to become an “Additional Subsidiary Guarantor” hereunder if Agent does not require the same as part of its approval of an International Investment being included as an Unencumbered Asset Pool Property. In addition, in the end of event any fiscal quarter Subsidiary of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already constitute a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor by executing hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and delivering the Hedge Obligations and become a party to the Administrative Agent a joinder agreement substantially Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the form of Exhibit A Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Additionally, notwithstanding anything to the contrary contained herein, for any Foreign Subsidiary which is required by Agent to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Foreign Subsidiary to 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 enforceability and collectability of such Guaranty (Bincluding, any judgment arising thereunder) execute and/or deliver against any such Foreign Subsidiary in its jurisdiction of organization, the jurisdiction in which Real Estate or other assets owned by such Foreign Subsidiary are located and in such other documentation of the types described under Sections 4.01(c) and (e) jurisdictions as the Administrative Agent may reasonably request to evidence require (each an “Approved Foreign Guaranty”). Without limiting the foregoing, each such New Material Subsidiary’s authority to enter into Subsidiary shall be in compliance with the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) Ifrepresentations contained in §6.30, as which may not be waived without the written consent of each Lender. In connection with the end delivery of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended Guarantor Joinder Agreement or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)Approved Foreign Guaranty, the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty such organizational agreements, resolutions, consents, opinions and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) instruments as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)Issue Date, the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary but excluding any Foreign Subsidiary and further excluding any Non-Guarantor Restricted Subsidiary if the laws Consolidated Net Worth of any jurisdiction such Non-Guarantor Restricted Subsidiary, together with the Consolidated Net Worth of all other than the United States of AmericaNon-Guarantor Restricted Subsidiaries, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50does not exceed $10.0 million in the aggregate) days after the date on incurs or guarantees any Indebtedness, which Financials when combined with any other such Indebtedness for which such quarter are required to be delivered hereunder (Restricted Subsidiary is an obligor or such longer period of time as the Administrative Agent may agree to guarantor, is at least $10.0 million in its sole discretion)aggregate principal amount, the Borrower Company shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to Subsidiary to: (A1) become Subsidiary Guarantors by executing execute and delivering deliver to the Administrative Agent Trustee a joinder agreement supplemental indenture substantially in the form of set forth in Exhibit A B attached hereto and otherwise in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary Guaranty and (B) execute and/or deliver such other documentation shall unconditionally guarantee all of the types described Company’s obligations under Sections 4.01(cthe Notes and the Indenture on the terms set forth in the Indenture; and (2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and (e) as the Administrative Agent may reasonably request to evidence each delivered by such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary in accordance with its terms. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor. (c) Notwithstanding Guarantor for all purposes of the foregoing no Receivables EntityIndenture, nor any subject to such Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall ceasing to be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Guarantor when its Subsidiary which guarantees any (i) Debt Facility Guarantee is released in accordance with the terms of the Borrower Indenture. In addition, to the extent the collective Consolidated Net Worth of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or any Subsidiary Investment in a Non-Guarantor with an aggregate principal amount or commitments of Restricted Subsidiary, exceeds $50,000,000 or greater (including 10.0 million, the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt toCompany shall, within 60 days of the incurrence after such date, cause one or more of such guarantee Non-Guarantor Restricted Subsidiaries to (A) become a Subsidiary Guarantor by executing and delivering deliver to the Administrative Agent Trustee such a joinder agreement substantially supplemental indenture and opinion as specified in the form of Exhibit A to the Subsidiary Guaranty and clauses (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c1) and (d2) as of the Administrative Agent may reasonably request second preceding paragraph (and thereby cause such Non-Guarantor Restricted Subsidiary(ies) to evidence cease to be Non-Guarantor Restricted Subsidiary(ies)), such Subsidiary’s authority to enter into that the Subsidiary Guaranty and become a Subsidiary Guarantorcollective Consolidated Net Worth of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $10.0 million in the aggregate.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that guarantees or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.Guaranty; (b) Ifa certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the end of any fiscal quarter holders of the Borrower for which Financials have Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered hereunderand that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the aggregate amount enforcement of Consolidated EBITDA for the period creditors’ rights generally and by general equitable principles. For purposes of four consecutive fiscal quarters then ended or Consolidated Total Assets as this Section 9.7, any Subsidiary of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that Company who is organized under the laws of any jurisdiction other than the United States of AmericaAmerica (each, any state or commonwealth thereof or the District of Columbiaa “Foreign Subsidiary”) shall not be deemed to be a Person that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as is liable in respect of such dateBank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation any of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted SubsidiaryCompany’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is Subsidiaries organized under the laws of any jurisdiction other than the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of Americanotes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantorother Person’s obligations under such Bank Credit Agreement. (db) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility definition of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving “Bank Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of ” shall be and is hereby amended by deleting such definition and substituting the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.following therefor:

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (aand any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) Ifthat directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, as of to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the end of event any fiscal quarter Subsidiary of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already constitute a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor by executing hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor. (b) If, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the end delivery of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)Guarantor Joinder Agreement, the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty such organizational agreements, resolutions, consents, opinions and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) instruments as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as of the end of The Company shall not permit any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Restricted Subsidiary that is not already a Subsidiary Guarantor to guarantee the payment of any Indebtedness of the Company unless (each, a “New Material Subsidiary”), within fifty (50i) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become such Restricted Subsidiary simultaneously executes and delivers a Subsidiary Guarantor by executing and delivering supplemental indenture to the Administrative Agent a joinder agreement this Indenture substantially in the form of Exhibit A to D hereto, providing for a Subsidiary Guarantee of the Notes by such Restricted Subsidiary Guaranty and (B) execute and/or with respect to any guarantee of subordinated indebtedness by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's Subsidiary Guarantee; (ii except to the extent contemplated by Section 10.05 hereof, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until such time as the obligations guaranteed thereby are paid in full; and (ii such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that such other documentation Subsidiary Guarantee has been duly executed and authorized and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary of the types described under Sections 4.01(c) Company and (ey) as was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorCompany. (b) IfThe Company may from time to time, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunderat its option, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or nominate any Restricted Subsidiary that is organized under as an additional Subsidiary Guarantor. Any such Restricted Subsidiary shall execute and deliver a supplemental indenture to this Indenture agreeing to guarantee the laws Notes. At the election of any jurisdiction other than the United States of AmericaCompany, any state or commonwealth thereof or the District of Columbia) that are not such Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for Guarantee may contain such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time release provisions as the Administrative Agent Company may agree to in its sole discretion)deem appropriate (including, the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation without limitation, release provisions of the types described under Sections 4.01(ctype in paragraph (c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorbelow). (c) Notwithstanding the foregoing no Receivables Entityparagraph (a) and the other provisions of this Indenture, nor any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.07 may, at the election of the Company, provide by its terms that is organized under it shall be automatically and unconditionally released and discharged upon (i) any sale or other disposition of all of the laws Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (ii the merger of such Restricted Subsidiary into the Company or any jurisdiction other than Restricted Subsidiary (provided the United States of America, any state or commonwealth thereof surviving Restricted Subsidiary assumes the Subsidiary Guarantee) or the District liquidation and dissolution of Columbiasuch Restricted Subsidiary; or (ii the release or discharge of the guarantee which resulted in the creation of such Subsidiary Guarantee, shall be required to become except a Subsidiary Guarantordischarge or release by or as a result of payment under such guarantee. (d) The Borrower will cause Unless specified to the contrary in a supplemental indenture hereto, any Subsidiary which guarantees any (i) Debt Facility of Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.07 shall be deemed to provide for the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor release and discharge thereof as contemplated by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c4.07(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor10.04 hereof.

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit Agreement, new Subsidiaries (aother than a CFC or Transparent Subsidiary (each as defined in the Revolving Credit Agreement) If, as of the end of any fiscal quarter or Financing Subsidiary) of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days formed or acquired by the Borrower after the date on which Financials for such quarter hereof, Subsidiaries of the Borrower that after the date hereof cease to constitute Florida Sidecar Subsidiaries (as defined in the Revolving Credit Agreement), CFCs, Transparent Subsidiaries or Financing Subsidiaries under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, CFC or Transparent Subsidiary) within the meaning of the definition thereof, are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a “Subsidiary Guarantor Guarantor” under this Agreement, by executing and delivering to the Administrative Collateral Agent a joinder agreement substantially Guarantee Assumption Agreement in the form of Exhibit A B hereto; provided, however, that, notwithstanding any provision to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, contrary in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity this Agreement or any Restricted Debt Document, no CFC or Transparent Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall will be required to become a “Subsidiary Guarantor. (d) The Borrower will cause ”. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary which guarantees shall automatically and immediately, and without any (i) Debt Facility further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence date of such guarantee Guarantee Assumption Agreement and shall be permitted to (A) become a Subsidiary Guarantor by executing and delivering update the Annexes with respect to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. As and to the extent that (ai) If, Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as of an Unencumbered Property in connection with the end request of any fiscal quarter Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower for which Financials have been delivered hereunderbecomes a borrower or a guarantor of, there shall exist or otherwise incurs a payment obligation in respect of, any Material Subsidiary that is not already Unsecured Indebtedness owing to any Person other than a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarterLoan Party, in each case, attributable to all Restricted Subsidiaries (Borrower shall cause each such Subsidiary and each other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state a Direct Owner or commonwealth Indirect Owner thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree execute and deliver to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in Joinder Agreement wherein, as approved by the form of Exhibit A to the Agent and such Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor hereunder and to execute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by executing the Agent and delivering each Lender in order for Agent or such Lender to comply with applicable “know your customer” and Anti-Money Laundering Laws with respect to such Person shall have been received and the Administrative Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Subsidiary shall be authorized, in accordance with its respective organizational documents, to be a joinder agreement substantially Subsidiary Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the form of Exhibit A Loan Documents with respect to the Subsidiary Guaranty Guarantors to be true and (B) execute and/or correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documentation of the types described under Sections 4.01(c) documents and (d) instruments as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire.

Additional Subsidiary Guarantors. (a) If, as As contemplated by Section 5.08 of the end Revolving Credit Agreement, new Subsidiaries (other than a Financing Subsidiary, a CFC, a Subsidiary of any fiscal quarter a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or a Subsidiary of a Transparent Subsidiary) of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days formed or acquired by the Borrower after the date on which Financials for such quarter hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs, Subsidiaries of a CFC, Immaterial Subsidiaries, Transparent Subsidiaries or Subsidiaries of a Transparent Subsidiary under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC, a Subsidiary of a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or a Subsidiary of a Transparent Subsidiary) within the meaning of the definition thereof, are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a “Subsidiary Guarantor Guarantor” under this Agreement, by executing and delivering to the Administrative Collateral Agent a joinder agreement substantially Guarantee Assumption Agreement in the form of Exhibit A to B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary Guaranty shall automatically and (B) execute and/or deliver such other documentation immediately, and without any further action on the part of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and any Person, become a “Subsidiary Guarantor. (b) If” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end date of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing Guarantee Assumption Agreement and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required permitted to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of update the Borrower or any Subsidiary Guarantor Annexes with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee respect to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as If at any time any Wholly-Owned Domestic Subsidiary of the end of any fiscal quarter U.S. Borrower is created, established or acquired and such Wholly Owned Domestic Subsidiary is (or would have been if at such time it had been a Wholly Owned Domestic Subsidiary of the Borrower U.S. Borrower), on the last day of the most recently ended Test Period for which Financials financial statements have been or are required to have been delivered hereunderpursuant to Section 7.1(a) or (b), there shall exist any as applicable, a Material Subsidiary (with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, establishment or acquisition), the U.S. Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will as promptly as practicable, and in any event within sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that is if the U.S. Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly-Owned Domestic Subsidiary will not already remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (eachunless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a “New Material Subsidiary”pro forma basis to give effect to the respective transfers of assets), and if the U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer sixty-day period of time as described above the Administrative Agent may agree to in its sole discretion), the U.S. Borrower shall cause such New Material Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to (A) become a Subsidiary Guarantor by executing and delivering to comply with the Administrative Agent a joinder agreement substantially in the form provisions of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (ethis Section 7.12(a) as if the Administrative Agent may reasonably request to evidence such New Material respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, on the date of delivery by the U.S. Borrower of each of the financial statements required to be delivered pursuant to Sections 7.1(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the U.S. Borrower that is not a Subsidiary Guarantor at such time would, as of the end last day of any the fiscal quarter of the Borrower or fiscal year for which Financials have been delivered hereundersuch financial statements are required to be delivered, qualify as a Material Subsidiary, then the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such dateU.S. Borrower will, within fifty (50) 10 Business Days notify the Administrative Agent thereof and, as promptly as practicable, and in any event within sixty days after the date on which Financials of delivery (or required date of delivery, if earlier) of the respective financial statements, cause each Wholly Owned Domestic Subsidiary of the U.S. Borrower (other than such Wholly-Owned Domestic Subsidiaries as will not constitute Material Subsidiaries after the taking of the actions required by this Section 7.12(b)) to take all actions required for such quarter are required Wholly-Owned Domestic Subsidiary to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A party to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation Agreement in accordance with the terms of the types described Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the U.S. Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(b)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, because of contemplated transfers of assets permitted under Sections 4.01(c) and Section 8.2 by such Wholly-Owned Domestic Subsidiary (e) with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent may reasonably request to evidence each thereof within the sixty day period referenced above, such Restricted Subsidiary’s authority to enter into the Wholly-Owned Domestic Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall not be required to become a Subsidiary Guarantor. Guarantor (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility unless the respective transfer of the Borrower assets does not occur within such sixty day period or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee unless and until it is subsequently required to (A) become a Subsidiary Guarantor by executing and delivering pursuant to the Administrative Agent provisions of this Section 7.12(b)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a joinder agreement substantially in the form of Exhibit A pro forma basis to give effect to the respective transfers of assets), and if the U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the U.S. Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guaranty Guarantors and (Bto comply with the provisions of this Section 7.12(b) execute and/or deliver such other documentation as if the respective transferee were a Material Subsidiary on the last day of the types described under Sections 4.01(crespective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 7.1(a) and or (d) b), as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorapplicable.

Additional Subsidiary Guarantors. (a) IfThe Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic Subsidiary, as other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material a Foreign Subsidiary or a Domestic Subsidiary that is not already a Subsidiary Guarantor (eachdisregarded entity for U.S. federal tax purposes substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, a “New Material Subsidiary”), within fifty (50) days formed or acquired after the date on which Financials for such quarter are required hereof to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a joinder agreement substantially Guarantee Assumption Agreement in the form of Exhibit A 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1). Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and be a reference to the Collateral granted by such new Subsidiary Guaranty and (B) execute and/or deliver each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such other documentation of Guaranteed Assumption Agreement. In addition, upon the types described under Sections 4.01(c) execution and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end delivery of any fiscal quarter of the Borrower for which Financials have been delivered hereundersuch Guarantee Assumption Agreement, the aggregate amount of Consolidated EBITDA for new Guarantor makes the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, representations and warranties set forth in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Section 3 hereof. Notwithstanding the foregoing no Receivables Entityforegoing, nor any Restricted Subsidiary that is organized under the laws none of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or KCM U.S. nor any other Broker-Dealer Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt toWholly-Owned Domestic Subsidiary, within 60 days the giving of a guarantee hereunder would, in the incurrence reasonable determination of KCMH, materially and adversely affect the ability of such guarantee Subsidiary to (A) become comply with applicable Laws and regulations, shall be a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorthis Agreement.

Additional Subsidiary Guarantors. (a) If, as of Notify the end of Administrative Agent if any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Person becomes a Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) 45 days after the date on which Financials for such quarter are required to be delivered hereunder occurrence (or such longer period of time as the Administrative Agent may agree to in its sole discretionagree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Borrower shall Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such New Material Subsidiary Person to (Aa) become a Subsidiary Guarantor so long as such Person is not an Excluded Subsidiary, provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a joinder agreement substantially in the form counterpart of Exhibit A or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purpose, and (Bb) execute deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or deliver other certificates of Responsible Officers of such other documentation Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of the types described under Sections 4.01(ceach Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and (e) certifications as the Administrative Agent may reasonably request require to evidence that such New Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s authority jurisdiction of incorporation or organization) and qualified to enter into engage in business in each jurisdiction where its ownership, lease or operation of properties or the Subsidiary Guaranty and become conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Subsidiary Guarantor. Material Adverse Effect, (biii) If, as a supplement to Schedule 5.19 setting forth the Subsidiaries of the end Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of any fiscal quarter counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Borrower for which Financials have been delivered hereunderdocumentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. In addition to the foregoing, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable Company may from time to all Restricted Subsidiaries (other than time cause any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state not a Material Subsidiary or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required a Designated Borrower to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to providing the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and documentation required under clauses (B) execute and/or deliver such other documentation of the types described under Sections 4.01(ca) and (db) as of this Section 6.13. If one or more Material Subsidiaries are created in connection with, or result from the Administrative Agent may reasonably request consummation of, an Acquisition by the Company or any of its Subsidiaries, then, notwithstanding the notice and timing provisions set forth herein above, the Company shall cause such Subsidiaries to evidence provide the guaranty contemplated by this Section and execute and deliver the related documents required by this Section concurrently with the consummation of such Acquisition. Notwithstanding anything to the contrary set forth herein, in no event shall any Excluded Subsidiary that is excluded by virtue of clauses (a), (b) or (e) of the definition thereof be required to provide a guaranty of any Obligations of the Company or any Designated Borrower that is a Domestic Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) IfIn the event that at any time after the Closing Date, as of the end of Company acquires, creates or has any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Domestic Subsidiary that is not already a party to the Subsidiary Guarantor (eachGuaranty, a “New Material Subsidiary”)the Company will promptly, within fifty (50) but in any event no later than the date that is 55 days after the date on last day of the fiscal quarter during which Financials for such quarter are required to be delivered hereunder Domestic Subsidiary is acquired or created (or such longer period of time as to which the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Domestic Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering deliver to the Administrative Agent Agent, (a) a joinder agreement substantially Guaranty Supplement (as defined in the form of Exhibit A Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (Bb) execute and/or deliver resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of the types described under Sections 4.01(c) and counsel (ewhich may be provided by in-house counsel) as the Administrative Agent may shall reasonably request request, in each case, in form and substance satisfactory to evidence such New Material Subsidiary’s authority the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to enter into become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and become a Subsidiary Guarantor. (bB) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunderwith respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the aggregate amount “Non-Guarantor Subsidiaries”), (1) the Company’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarterthe most recently completed fiscal year, in each case, attributable to all Restricted Subsidiaries (2) the Company’s and its other than any Receivables Entity or any Restricted Subsidiary that is organized under Subsidiaries’ proportionate share of the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent total assets (15%after intercompany eliminations) of Consolidated EBITDA for all such period or fifteen percent (15%) Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of such datethe end of the most recently completed fiscal year, within fifty and (503) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in Company’s and its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially other Subsidiaries’ equity in the form income from continuing operations before income taxes, extraordinary items and cumulative effect of Exhibit A a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Subsidiary Guaranty Company and its Subsidiaries consolidated for the most recently completed fiscal year; and (Bii) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of special purpose entity created or acquired in connection with any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, Permitted Securitization Transaction shall not be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A party to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorGuaranty.

Additional Subsidiary Guarantors. Notify the Administrative Agent at any time that Borrower will be adding a Project to the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be included in the pool of Qualified Unencumbered Properties upon delivery of the following to Administrative Agent: (ai) IfDescription of such Project; (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Value, (2) the value or NOI of such Project used in the calculations in such pro forma Compliance Certificate, (3) the name of the owner of all or any portion of such Project (which must be a Wholly Owned Subsidiary as of the end of any fiscal quarter of date on which it is added as a Qualified Unencumbered Property), (4) the Borrower for date on which Financials have been delivered hereunder, there such Project shall exist any Material Subsidiary that is not already become a Subsidiary Guarantor Qualified Unencumbered Property (each, a the “New Material SubsidiaryAddition Date”), which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exists no Event of Default under this Agreement and that the addition of such Project shall not result in any such Event of Default; and (iii) A title report respecting such Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of Qualified Unencumbered Properties and, except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within fifty one (501) year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Loan Party, the Borrower shall, within ten (10) days after the date on which Financials for such quarter are required to be delivered hereunder Addition Date, (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall a) cause such New Material Subsidiary owner to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in counterpart of the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) and (e) document as the Administrative Agent may reasonably request to evidence shall deem appropriate for such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty purpose and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation documents of the types described under Sections 4.01(creferred to in clauses (iii) and (eiv) of Section 4.01(a) for such Person, together with favorable opinions of counsel to such Person (which shall cover the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and such other matters as may be reasonably required by the Administrative Agent may reasonably request Agent), in each case in form and substance similar to evidence each such Restricted Subsidiary’s authority to enter into those delivered on the Subsidiary Guaranty and become a Subsidiary GuarantorClosing Date. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (aother than Excluded Subsidiaries) Ifto take, such actions from time to time as of the end of any fiscal quarter shall be necessary to ensure that all Subsidiaries of the Borrower for (other than Excluded Subsidiaries) are Subsidiary Guarantors not later than the times set forth herein. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than an Excluded Subsidiary), or if any Excluded Subsidiary shall cease to be an Excluded Subsidiary, the Borrower, as soon as practicable and in any event within thirty (30) days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after such formation, acquisition or cessation, will provide the Collateral Agent with notice of such formation, acquisition or cessation and the Borrower will cause such Subsidiary to: (i) within thirty (30) days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after such formation, acquisition or cessation, (A) execute an Accession Agreement pursuant to which Financials have been delivered hereunder, there such Subsidiary shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, agree to become a “New Material Subsidiary”), within fifty Subsidiary Guarantor” under the Guaranty; a “Subsidiary Guarantor” under the Security Agreement; and a “Subsidiary Guarantor” under the Pledge Agreement; and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary and (50B) days after the date on which Financials for such quarter are take all actions required to be taken by such Collateral Documents to perfect the Liens granted thereunder; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered hereunder (by each Loan Party pursuant to Section 4.01 of this Agreement on the Closing Date or such longer period of time as the Administrative Agent may agree to or the Collateral Agent shall have reasonably requested in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request order to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorcompliance with this Section 6.12. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Cause each Subsidiary that is not already a Guarantor and is a Direct Owner with respect to any Loan Asset that the Borrower wants to include in the calculation of the Aggregate Borrowing Base Amount to become a Guarantor hereunder, and each other Subsidiary that is an Indirect Owner of a Direct Owner of such Loan Asset to become a Guarantor hereunder and a Pledgor under the Pledge Agreement. In connection therewith the Borrower shall: (each, a “New Material Subsidiary”), within fifty (50i) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as provide the Administrative Agent may agree with the U.S. taxpayer identification number for each such Subsidiary; (ii) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or such Lender requests in order to in comply with its sole discretion)obligations under applicable “know your customer” rules and regulations and Anti-Money Laundering Laws, including the Borrower shall Act; (iii) cause each such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing execute and delivering deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and, if applicable, the Pledge Agreement, in each case, in form and substance satisfactory to the Administrative Agent, (Biv) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as to the Administrative Agent may the New Guarantor Deliverables with respect to each such Subsidiary; and (v) take all actions that the Administrative Agent reasonably request deems necessary or desirable to evidence cause the Liens created by the Pledge Agreement in the Equity Interests and other Collateral of each such New Material Subsidiary to be first priority, perfected Liens (subject only to Permitted Equity Encumbrances) in accordance with all applicable Laws. Without limitation of the foregoing, the Borrower further agrees to cause each of its Subsidiaries that owns any Collateral (including any Division Successor that owns such Collateral as the result of a Division) to become, on or before its ownership of such Collateral, (x) a Guarantor by executing a joinder agreement to the Guaranty in form and substance reasonably satisfactory to the Administrative Agent and (y) a Pledgor under the Pledge Agreement by executing a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, and to provide to the Administrative Agent the items listed in, and take any actions required by, clauses (i) through (v) above with respect to such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) IfNotwithstanding anything to the contrary contained in this Agreement, as of in the end event that the results of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended such “know your customer” or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as similar investigation conducted by the Administrative Agent may agree with respect to any Subsidiary are not satisfactory in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering all respects to the Administrative Agent Agent, such Subsidiary shall not be permitted to become a joinder agreement substantially Guarantor, and for the avoidance of doubt no Loan Asset owned by such Subsidiary shall be an Eligible Loan Asset or a Borrowing Base Asset or included in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation calculation of the types described under Sections 4.01(c) and (e) as Aggregate Borrowing Base Amount unless the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorhas consented thereto in writing. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) IfOn and after the date hereof, as the Company will cause each of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary Company’s Subsidiaries that is not already an Excluded Subsidiary to promptly (but in any event within thirty (30) calendar days of (i) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (ii) the acquisition or formation of a Subsidiary which is not an Excluded Subsidiary): (i) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be a Subsidiary Guarantor (eachunder this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, a “New Material Subsidiary”)including, within fifty (50) days after but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the date on which Financials for such quarter are required Trustee and the Collateral Agent an Opinion of Counsel to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to effect that: (A) become a such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty Guarantor; and (B) execute and/or deliver such other documentation Note Guarantee and joinders to any applicable Related Collateral Documents pursuant to Section 4.18(b) constitute a valid, binding and enforceable obligation of the types described under Sections 4.01(csuch Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (eregardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as the Administrative Agent may reasonably request to evidence a result of any payment by such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorunder its Note Guarantee. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunderIn addition, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower Company shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become each Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required Guarantor to become a party to the applicable Related Collateral Documents and take such actions required thereby to grant to the Collateral Agent, for the benefit of itself, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor, subject to Permitted Liens. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material The Company will cause each new Domestic Subsidiary that is a Guarantor of any Credit Facility of the Company or a Domestic Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will Guarantee payment of the Notes. In addition, the Company will cause each Foreign Subsidiary that becomes a Guarantor of any Credit Facility of the Company or a Domestic Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will Guarantee payment of the Notes. Each Subsidiary Guarantee will be limited to an amount not already a to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to without rendering the Subsidiary Guaranty and (B) execute and/or deliver Guarantee, as it relates to such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) If, as Following the first day (the “Suspension Date”) that: (1) the Notes have an Investment Grade Rating from both of the end of any fiscal quarter of Rating Agencies; and (2) no Default has occurred and is continuing under this Indenture; the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Company and its Restricted Subsidiaries shall not be subject to Section 4.08(a) (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion“Suspended Covenant”), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding In addition, upon the occurrence of a Suspension Date, the Company may elect to suspend the Subsidiary Guarantees. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenant for any period of time as a result of the foregoing no Receivables Entity, nor and on any Restricted Subsidiary that is organized under subsequent date (the laws of any jurisdiction other than the United States of America, any state “Reversion Date”) one or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility both of the Borrower Rating Agencies withdraws its Investment Grade Rating or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including downgrades the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering rating assigned to the Administrative Agent a joinder agreement substantially in Notes below an Investment Grade Rating, then the form of Exhibit A Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant with respect to future events and the Subsidiary Guaranty Guarantees will be reinstated to the extent required by this Indenture. The period of time between the Suspension Date and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) Reversion Date is referred to in this description as the Administrative Agent “Suspension Period.” Notwithstanding that the Suspended Covenant may reasonably request be reinstated, no default will be deemed to evidence such Subsidiary’s authority have occurred as a result of a failure to enter into comply with the Subsidiary Guaranty and become a Subsidiary GuarantorSuspended Covenant during the Suspension Period.

Additional Subsidiary Guarantors. As and to the extent that (ai) If, Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as of an Unencumbered Property in connection with the end request of any fiscal quarter Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower for which Financials have been delivered hereunderbecomes a borrower or a guarantor of, there shall exist or otherwise incurs a payment obligation in respect of, any Material Subsidiary that is not already Unsecured Indebtedness owing to any Person other than a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarterLoan Party, in each case, attributable to all Restricted Subsidiaries (Borrower shall cause each such Subsidiary nd each other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state a Direct Owner or commonwealth Indirect Owner thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree execute and deliver to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in Joinder Agreement wherein, as approved by the form of Exhibit A to the Agent and such Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor hereunder and to execute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by executing the Agent and delivering each Lender in order for Agent or such Lender to comply with applicable “know your customer” and Anti-Money Laundering Laws with respect to such Person shall have been received and the Administrative Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Subsidiary shall be authorized, in accordance with its respective organizational documents, to be a joinder agreement substantially Subsidiary Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the form of Exhibit A Loan Documents with respect to the Subsidiary Guaranty Guarantors to be true and (B) execute and/or correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documentation of the types described under Sections 4.01(c) documents and (d) instruments as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire.

Additional Subsidiary Guarantors. (a) IfOn and after the date hereof, as the Company will cause each of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary Company’s Subsidiaries that is not already an Excluded Subsidiary to promptly (but in any event within thirty (30) calendar days of (i) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (ii) the acquisition or formation of a Subsidiary which is not an Excluded Subsidiary): (i) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be a Subsidiary Guarantor (eachunder this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, a “New Material Subsidiary”)including, within fifty (50) days after but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the date on which Financials for such quarter are required Trustee and the Collateral Agent an Opinion of Counsel to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to effect that: (A) become a such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty Guarantor; and (B) execute and/or deliver such other documentation Note Guarantee and joinders to any applicable Related Collateral Documents pursuant to Section 4.18(b) constitute a valid, binding and enforceable obligation of the types described under Sections 4.01(csuch Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (eregardless of whether enforcement is sought in equity or at law) and other customary exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as the Administrative Agent may reasonably request to evidence a result of any payment by such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorunder its Note Guarantee. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunderIn addition, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower Company shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become each Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required Guarantor to become a party to the applicable Related Collateral Documents and take such actions required thereby to grant to the Collateral Agent, for the benefit of itself, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor, subject to Permitted Liens. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as The Company will cause any Subsidiary which is required by the terms of the end of Bank Credit Agreement (or any fiscal quarter other agreement pursuant to which Indebtedness for borrowed money of the Borrower for which Financials have been delivered hereunderCompany or any Restricted Subsidiary is outstanding) to become a party to, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (eachor otherwise Guaranty, a “New Material Subsidiary”), within fifty (50) days after Indebtedness outstanding under the date on which Financials for such quarter are required to be delivered hereunder (Bank Credit Agreement or such longer period of time as the Administrative Agent may agree to in its sole discretion)other agreement, the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement or such other agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guarantor.Guaranty; (b) Ifa certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.applicable; (c) Notwithstanding an opinion of counsel (who may be in-house counsel for the foregoing no Receivables EntityCompany) addressed to each of the holders of the Notes satisfactory to the Required Holders, nor any Restricted to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that is organized under the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor.creditors' rights generally and by general equitable principles; and (d) The Borrower will cause any a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor and each of the holders of Indebtedness of the Company or a Restricted Subsidiary which guarantees any (i) Debt Facility is the beneficiary of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence Guaranty of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) IfThe initial Guarantors hereunder shall be SEGI and such of the Subsidiaries of SEGI as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of SEGI may become parties hereto, as additional Guarantors, by executing a counterpart of the end this Guaranty. Upon delivery of any fiscal quarter such counterpart to Lender, notice of which is hereby waived by Guarantors, each such additional Guarantor shall be as fully a party hereto as if such Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the Borrower for which Financials have been delivered addition or release of any other Guarantor hereunder, there nor by any election of Lender not to cause any Subsidiary of SEGI to become an additional Guarantor hereunder. This Guaranty shall exist be fully effective as to any Material Subsidiary Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder. Each Guarantor shall from time to time cause any present wholly owned subsidiary of Guarantor or future wholly owned subsidiary of Guarantor, within 30 days after any such Person becomes a Subsidiary, that is not already a Subsidiary Guarantor (each, to join this Guaranty as a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required Guarantor pursuant to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A and substance satisfactory to the Lender unless such Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become is a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any a jurisdiction other than outside of the United States and under applicable foreign law; such Subsidiary is not permitted to guarantee the Credit Obligations. Each Guarantor will, promptly upon the request of AmericaLender from time to time, any state execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, as Lender deems necessary or commonwealth thereof or advisable to carry out the District intent and purposes of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorthis Section 4.11. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (ai) IfIf at any time a member of the Senior Management Team of the Borrower has actual knowledge that the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the end Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any fiscal quarter time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which Financials have been delivered the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, there the Borrower shall exist cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness. For the avoidance of doubt, and without limiting any Material other provision of this Section 7.2(K), the Borrower shall cause Supplements to the Subsidiary Guaranty, and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, to be delivered by each “Subsidiary Guarantor” described in clause (i) of the definition of “Subsidiary Guarantors” in the Term Loan Credit Agreement that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for as and when such quarter guarantees and related deliveries are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Term Loan Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as The Company will cause any Subsidiary which is required by the terms of the end of any fiscal quarter Bank Credit Agreement to become, or otherwise becomes, a party to, or otherwise guarantee, Debt in respect of the Borrower for Bank Credit Agreement or which Financials have been delivered hereunderbecomes a party to, there shall exist or otherwise guaranties, any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation Debt of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority Company, to enter into the Subsidiary Guaranty and become deliver to Prudential and each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement or with respect to such other Debt) the following items: (a) a joinder agreement in respect of the Subsidiary Guarantor.Guaranty; (b) Ifa certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the end of any fiscal quarter holders of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering Notes satisfactory to the Administrative Agent a joinder agreement substantially in Required Holders, to the form of Exhibit A to effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and (B) execute and/or deliver delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such other documentation Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the types described under Sections 4.01(c) enforcement of creditors’ rights generally and (e) as by general equitable principles. Notwithstanding the Administrative Agent may reasonably request foregoing, any Foreign Incorporated Subsidiary that becomes a party to evidence each such Restricted Subsidiary’s authority the Bank Credit Agreement shall not be required to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding make the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any deliveries so long as (i) Debt Facility of the Borrower or any such Foreign Incorporated Subsidiary Guarantor with is an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or Affected Foreign Subsidiary, (ii) such Foreign Incorporated Subsidiary is not a guarantor of any Capital Markets Debt tounder the Bank Credit Agreement (other than solely as a guarantor of loans owing by one or more other Foreign Incorporated Subsidiaries under the Bank Credit Agreement), within 60 days and (iii) the outstanding United States Dollar equivalent amount of the incurrence all Debt of such guarantee to (A) become Foreign Incorporated Subsidiary, and any other Foreign Incorporated Subsidiary which is a Subsidiary Guarantor by executing and delivering party to the Administrative Agent Bank Credit Agreement that is not a joinder agreement substantially in the form of Exhibit A party to the Subsidiary Guaranty Guaranty, does not exceed $50,000,000. If at any time there are Foreign Incorporated Subsidiaries that are not Subsidiary Guarantors and (B) execute and/or deliver such other documentation are not excepted under the preceding sentence, an Event of Default shall exist without any notice or the expiration of the types described under Sections 4.01(cfifteen (15) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorBusiness Days period provided for in Section 11(c)(i)(y).

Additional Subsidiary Guarantors. (a) If, as The Company will cause any Subsidiary which is required by the terms of the end of any fiscal quarter Bank Credit Agreement to become a party to, or otherwise guarantee, Debt in respect of the Borrower for Bank Credit Agreement or which Financials have been delivered hereunderbecomes a party to, there shall exist or otherwise guaranties, any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation Debt of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority Company, to enter into the Subsidiary Guaranty and become deliver to Prudential and each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement or with respect to such other Debt) the following items: (a) a joinder agreement in respect of the Subsidiary Guarantor.Guaranty; (b) Ifa certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the end of any fiscal quarter holders of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering Notes satisfactory to the Administrative Agent a joinder agreement substantially in Required Holders, to the form of Exhibit A to effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and (B) execute and/or deliver delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such other documentation Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the types described under Sections 4.01(c) enforcement of creditors' rights generally and (e) by general equitable principles. Notwithstanding the foregoing, so long as the Administrative Agent may reasonably request Intercreditor Agreement shall be in effect and applicable thereto, any Subsidiary that becomes a party to evidence each such Restricted Subsidiary’s authority the Bank Credit Agreement solely to borrow loans in Canadian Dollars thereunder shall not be required to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding make the foregoing no Receivables Entitydeliveries so long as the outstanding amount of all Debt of such Subsidiary, nor and any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility is a party to the Bank Credit Agreement as a borrower of loans in Canadian Dollars, does not exceed 105% of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater Maximum Canadian Amount (including as defined in the Debt Facility under the Revolving Bank Credit Agreement) or (ii) and any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become Subsidiary that becomes a Subsidiary Guarantor by executing and delivering party to the Administrative Agent a joinder agreement substantially Bank Credit Agreement solely to borrow loans in Alternate Currencies (as defined in the form of Exhibit A to the Subsidiary Guaranty and (BBank Credit Agreement) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority than Canadian Dollars thereunder shall not be required to enter into the Subsidiary Guaranty and become make the foregoing deliveries so long as the outstanding United States Dollar equivalent amount of all Debt of such Subsidiary, and any other Subsidiary which is a party to the Bank Credit Agreement as a borrower of loans in such Alternate Currencies, does not exceed 105% of the Maximum Eurocurrency Amount (as defined in the Bank Credit Agreement). If at any time there are loans outstanding under the Bank Credit Agreement in Canadian Dollars or Alternate Currencies to Subsidiaries that are not Subsidiary GuarantorGuarantors and are not excepted under the preceding sentence, an Event of Default shall exist without any notice or the expiration of the 30 day period provided for in Section 11(d).

Additional Subsidiary Guarantors. (a) If, In the event that Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property for purposes of calculation of the end Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of §7.22, cause each such Subsidiary (and any fiscal quarter other Subsidiary of the Borrower for which Financials have been delivered hereunderhaving an interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, there and such Subsidiary (and any such other Subsidiary) shall exist any Material Subsidiary that is not already become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary or the Borrower shall constitute a Material Subsidiary within the meaning of clause (each, a “New Material Subsidiary”), within fifty (50b) days after of the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)definition thereof, the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor by executing hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents and delivering applicable law, to be a Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary or other entity. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty such organizational agreements, resolutions, consents, opinions and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) instruments as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire. (b) IfThe Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the end of any fiscal quarter date of the Borrower for which Financials have been delivered hereunder, the aggregate amount giving of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets such request and as of the end date of the effectiveness of such quarter, in each case, attributable request) are true and correct with respect to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under such request. Notwithstanding the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)foregoing, the Borrower foregoing release provisions shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering not apply to the Administrative REIT, which may only be released upon the written approval of Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation all of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorLenders. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) IfIf at any time any Subsidiary becomes a guarantor or an obligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility or any Existing Note Purchase Agreement (other than, in the case of the end of UK Borrower, the Credit Facilities provided under this Agreement or the Existing Note Purchase Agreement dated July 19, 2017 and, in each case, any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”refinancing or replacement thereof), within fifty (50) days after then the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as Company will promptly notify the Administrative Agent may agree to in its sole discretion)thereof and, the Borrower shall concurrently therewith, cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering way of execution of a Subsidiary Guaranty (or a joinder to an existing Subsidiary Guaranty) and, concurrently with becoming a Subsidiary Guarantor, deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty all documents, certificates and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) opinions as may be reasonably requested by the Administrative Agent may reasonably request (including, without limitation, resolutions, Organization Documents, incumbency certificates, legal opinions and documentation and other information requested by the Administrative Agent and each Lender in order to evidence such New Material Subsidiary’s authority to enter into comply with requirements of the Subsidiary Guaranty PATRIOT Act, applicable “know your customer” and become a Subsidiary Guarantoranti-money laundering rules and regulations). (b) If, as At the election of the end Company and by written notice to the Administrative Agent, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as document by the Administrative Agent or any Lender, provided that if such Subsidiary Guarantor is a guarantor or obligor in respect of any Material Credit Facility or any Existing Note Purchase Agreement, then (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under each such Material Credit Facility and each such Existing Note Purchase Agreement, as the case may agree be, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or any Existing Note Purchase Agreement, any fee or other form of consideration is given to in its sole discretion)any holder of Debt under such Material Credit Facility or such Existing Note Purchase Agreement for such release, the Borrower Lenders shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to receive equivalent consideration on a ratable basis substantially concurrently therewith and (Av) become Subsidiary Guarantors by executing and delivering to the Administrative Agent shall have received a joinder agreement substantially certificate of a Responsible Officer of the Company certifying as to the matters set forth in the form foregoing clauses (i) through (iv). In the event of Exhibit A any such release, for purposes of Section 6.13, all Debt of such Subsidiary shall be deemed to the Subsidiary Guaranty and (B) execute and/or deliver have been incurred concurrently with such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrelease. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary The parties hereto acknowledge and agree that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility the Company may at its option cause any of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee its Subsidiaries to (A) become a Subsidiary Guarantor by executing complying with the requirements of this Section 6.21 with respect to such Subsidiary, (ii) notwithstanding anything in this Section 6.21 to the contrary, in no event shall any Foreign Subsidiary be required to Guarantee any portion of the Obligations which would result in an adverse tax consequence to the Company or any Foreign Subsidiary Holding Company and delivering (iii) in addition to the foregoing releases contemplated by Section 6.21(b), the Administrative Agent a joinder agreement substantially in the form of Exhibit A shall release any Subsidiary Guarantor from its obligations under any Credit Documents if such Person ceases to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become be a Subsidiary Guarantoras a result of a transaction permitted under the Credit Documents.

Additional Subsidiary Guarantors. (a) If, as The Company will cause any Subsidiary which is required by the terms of the end of Bank Credit Agreement or any fiscal quarter Debt Agreement to become a party to, or otherwise guarantee, Debt in respect of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (Bank Credit Agreement or such longer period of time as the Administrative Agent may agree to in its sole discretion)Debt Agreement, the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: STEPAN COMPANY NOTE PURCHASE AGREEMENT (i) a joinder agreement in respect of the Subsidiary GuarantorGuaranty; (ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) IfAt any time in which a Subsidiary Guaranty shall be in existence, as the holders of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may Notes agree to in its sole discretion), the Borrower shall cause discharge and release any Subsidiary Guarantor from such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation upon receipt of written notice from the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables EntityCompany, nor any Restricted Subsidiary provided that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under such Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments Bank Credit Agreement and each Debt Agreement of $50,000,000 or greater (including the Debt Facility under Company and the Revolving Credit Agreement) or Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) any Capital Markets Debt toat the time of such release and discharge, within 60 days the Company shall deliver a certificate of a Responsible Officer to the holders of the incurrence Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation release, holders of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. (a) If, as after the Closing Date, any Subsidiary of the end Company (including any Division Successor resulting from the consummation of a Division by a Subsidiary) that (x) either (i) receives fees under a Management Contract, (ii) is a Wholly-Owned REIT Subsidiary or (iii) owns, directly or indirectly, an Unencumbered Eligible Project and (y) is not a Subsidiary Guarantor becomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any fiscal quarter Indebtedness of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary type described in clause (a) of such definition that is not already (A) owing to any of the Consolidated Businesses or (B) Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Subsidiary Guarantor (each, a “New Material Subsidiary”Rule 144A Transaction), then within fifty (50) days after the date on which Financials for 15 Business Days of such quarter are required to be delivered hereunder event (or such longer other period of time as may be agreed by the Administrative Agent may agree to in its sole discretion), the Borrower Company may cause such Subsidiary, and shall cause such New Material Subsidiary if it is a Domestic Wholly-Owned Subsidiary of the Company (and otherwise shall cause the most immediate parents of such Subsidiary that are Domestic Wholly-Owned Subsidiaries of the Company (if any)), to (A) become a Subsidiary Guarantor under this Agreement and to execute and deliver a joinder agreement in substantially the form of Exhibit G, and the Company shall (x) as and to the extent requested by executing the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and delivering (vi) with respect to each such Subsidiary, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a joinder agreement substantially in the form favorable opinion of Exhibit A counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning each such Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) Loan Documents as the Administrative Agent may reasonably request and (z) provide the Administrative Agent with the U.S. taxpayer identification number for each such Domestic Wholly-Owned Subsidiary and the unique identification number issued by its jurisdiction of organization for each such Foreign Subsidiary and all documentation and other information concerning each such Subsidiary that the Administrative Agent or any Lender requests in order to evidence such New Material Subsidiary’s authority to enter into comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Subsidiary Guaranty and become a Subsidiary GuarantorAct. (b) IfIf at any time that the Company is not a Guarantor a Default occurs under Section 7.15, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds within fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder Business Days (or such longer period of time later date as the Administrative Agent Required Lenders may agree to in its sole discretion)agree) of the occurrence of such Default, the Borrower Company shall cause either (i) take such additional Restricted Subsidiaries as may be actions necessary to eliminate terminate the continuance of such excess to Default or (Aii) become Subsidiary Guarantors by executing and delivering deliver to the Administrative Agent (A) a duly executed joinder agreement substantially in the form of Exhibit A reasonably acceptable to the Subsidiary Guaranty Administrative Agent pursuant to which the Company and each Intermediate Holding Company that is not at such time a Guarantor (if any) shall become party to this Agreement as a Guarantor, (B) execute and/or deliver such other documentation of the types described under Sections 4.01(citems referenced in Section 4.01(a)(iii), (iv) and (evi) with respect to the Company and each such Intermediate Holding Company and (C) 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 Company, the Intermediate Holding Companies and the Loan Documents as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequest. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) IfUnless otherwise specified pursuant to Section 301 with respect to a series of Securities, as the Company will cause any Subsidiary of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary Company that is not already becomes a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter the Securities of a series are required first issued hereunder to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Administrative Agent Trustee (a) a joinder agreement substantially supplemental indenture, in the form of Exhibit A and substance satisfactory to the Subsidiary Guaranty Trustee, which subjects such Person to the provisions (including the representations and (Bwarranties) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) this Indenture as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. Guarantor and (b) Ifan Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereundervalid, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end binding and enforceable obligations of such quarter, in each case, attributable Person (subject to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries customary exceptions concerning creditors' rights and equitable principles as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering acceptable to the Administrative Agent a joinder agreement substantially Trustee in the form its discretion). ARTICLE FOURTEEN [INTENTIONALLY OMITTED] ARTICLE FIFTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 1501. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. The Company may elect, at its option at any time, to have Section 1502 or Section 1503 applied to any Securities or any series of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) Securities, as the Administrative Agent case may reasonably request be, designated pursuant to evidence each Section 301 as being defeasible pursuant to such Restricted Subsidiary’s authority Section 1502 or 1503, in accordance with any applicable requirements provided pursuant to enter into Section 301 and upon compliance with the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, conditions set forth below in this Article. Any such election shall be required evidenced in or pursuant to become a Subsidiary GuarantorBoard Resolution or in another manner specified as contemplated by Section 301 for such Securities. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. As and to the extent that (ai) If, Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as of an Unencumbered Property in connection with the end request of any fiscal quarter Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower for which Financials have been delivered hereunderbecomes a borrower or a guarantor of, there shall exist or otherwise incurs a payment obligation in respect of, any Material Subsidiary that is not already Unsecured Indebtedness owing to any Person other than a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarterLoan Party, in each case, attributable to all Restricted Subsidiaries (Borrower shall cause each such Subsidiary nd each other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state a Direct Owner or commonwealth Indirect Owner thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree execute and deliver to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in Joinder Agreement wherein, as approved by the form of Exhibit A to the Agent and such Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor hereunder and to executedexecute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by executing the Agent and delivering each Lender in order for Agent or such Lender to comply with applicable “know your customer” and Anti-Money Laundering Laws with respect to such Person shall have been received and the Administrative Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Subsidiary shall be authorized, in accordance with its respective organizational documents, to be a joinder agreement substantially Subsidiary Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the form of Exhibit A Loan Documents with respect to the Subsidiary Guaranty Guarantors to be true and (B) execute and/or correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documentation of the types described under Sections 4.01(c) documents and (d) instruments as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire.

Additional Subsidiary Guarantors. (a) If, as At all times prior to either of the end Obligors or any of the Obligors’ Subsidiaries becoming obligated in respect of any fiscal quarter Capital Markets Indebtedness, the Obligors will cause (i) each of their Subsidiaries (other than Excluded Subsidiaries), including, without limitation, each of their Subsidiaries (other than Excluded Subsidiaries) first formed or acquired after the date hereof, to enter into a Subsidiary Guaranty (promptly and in any event, within 30 days after the formation or acquisition of such Subsidiary, to enter into a joinder agreement in respect of the Borrower existing Subsidiary Guaranty and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c)), and (ii) each Subsidiary that had previously been an Excluded Subsidiary that ceases to be an Excluded Subsidiary to enter into a joinder agreement in respect of the Subsidiary Guaranty and deliver to the holders of Notes all of the documents required under Section 9.5(c). In addition to, and without limiting the requirement in the immediately preceding sentence, at all times prior to the Obligor or any Subsidiary becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause any Subsidiary which is required by the terms of any Bank Credit Agreement (or any other agreement pursuant to which Debt for which Financials have been delivered hereunderborrowed money of a Obligor is outstanding) to become a party to, there or otherwise guarantee, Debt outstanding under a Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of Notes (concurrently with the incurrence of any such obligation pursuant to a Bank Credit Agreement or such other agreement) all of the documents required under Section 9.5(c). (b) On and after the date either of the Obligors or any of the Obligors’ Subsidiaries becomes obligated in respect of any Capital Markets Indebtedness, the Obligors shall exist any Material Subsidiary cause each of their Subsidiaries that is not already a Subsidiary Guarantor and to which any of the following conditions applies to execute and deliver to the holders of the Notes a joinder agreement in respect of the existing Subsidiary Guaranty (eachor if the Subsidiary Guaranty has previously been terminated because all Subsidiary Guarantors party to it have been released pursuant to Section 9.5(d) below, a “New Material Subsidiary”), within fifty (50Subsidiary Guaranty) days after and deliver to the date on which Financials for such quarter are holders of Notes the other items required to be delivered hereunder under Section 9.5(c): (i) such Subsidiary of an Obligor Guarantees, or such longer period otherwise becomes obligated in respect of time as any Debt of an Obligor or any Subsidiary of an Obligor (other than an Excluded Subsidiary guaranteeing or otherwise becoming obligated in respect of the Administrative Agent may agree to in its sole discretionDebt of another Excluded Subsidiary), the Borrower shall cause such New Material Subsidiary to ; or (ii) (A) become a such Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty owns an Unencumbered Property and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted other Subsidiary of an Obligor that directly or indirectly owns any stock or other equity interests in such Subsidiary has incurred, acquired or suffered to exist any Debt that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorRecourse. (c) Notwithstanding Each joinder agreement in respect of the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized Guaranty or new Subsidiary Guaranty delivered by a Subsidiary of the Obligors under the immediately preceding subsections (a) and (b) shall be accompanied by each of the following: (i) a certificate signed by an authorized, responsible officer of the Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7 hereof, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (ii) a certificate of the Secretary (or other appropriate officer) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (iii) an opinion of counsel (who may be in-house counsel for the Obligors addressed to the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as any enforceable of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of any jurisdiction other than creditors’ rights generally and by general equitable principles; (iv) if the United States Intercreditor Agreement is still in effect at such time, a counterpart of Americathe Intercreditor Agreement, any state signed by such Subsidiary Guarantor or, if the Intercreditor Agreement is not in effect, but an intercreditor agreement would be required at such time under the Bank Credit Agreement, a counterpart of such intercreditor agreement signed by such Subsidiary Guarantor (such Intercreditor Agreement being in form and substance reasonably satisfactory to the Required Holders, the “Future Intercreditor Agreement”); and (v) (to the extent not already a p▇▇▇▇ to the Intercreditor Agreement or commonwealth thereof a Future Intercreditor Agreement, as the case may be) a joinder to the Intercreditor Agreement or the District Future Intercreditor Agreement, as the case may be, signed by each of Columbia, shall be required to become the holders of Debt of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor.; and (d) The Borrower will cause any Obligors may request in writing that the holders of outstanding Notes release, and upon receipt of such request the holders of outstanding Notes shall release a Subsidiary which guarantees any Guarantor from the Subsidiary Guaranty so long as: (i) Debt Facility of the Borrower or any such Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee is not required to (A) become be a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A party to the Subsidiary Guaranty under Section 9.5(a) or 9.5(b); (ii) no Default or Event of Default shall have occurred and be continuing at the time of such request or the effectiveness of such request; (Biii) execute and/or deliver such other documentation all of the types described under Sections 4.01(c) representations and (d) as warranties of the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.Obligors contained in

Additional Subsidiary Guarantors. (a) If, as At all times prior to either of the end Obligors or any of the Obligors’ Subsidiaries becoming obligated in respect of any fiscal quarter Capital Markets Indebtedness, the Obligors will cause (i) each of their Subsidiaries (other than Excluded Subsidiaries), including, without limitation, each of their Subsidiaries (other than Excluded Subsidiaries) first formed or acquired after the date hereof, to enter into a Subsidiary Guaranty (promptly and in any event, within 30 days after the formation or acquisition of such Subsidiary, to enter into a joinder agreement in respect of the Borrower existing Subsidiary Guaranty and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c)), and (ii) each Subsidiary that had previously been an Excluded Subsidiary that ceases to be an Excluded Subsidiary to enter into a joinder agreement in respect of the Subsidiary Guaranty and deliver to the holders of Notes all of the documents required under Section 9.5(c). In addition to, and without limiting the requirement in the immediately preceding sentence, at all times prior to the Obligor or any Subsidiary becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause any Subsidiary which is required by the terms of any Bank Credit Agreement (or any other agreement pursuant to which Debt for which Financials have been delivered hereunderborrowed money of a Obligor is outstanding) to become a party to, there or otherwise guarantee, Debt outstanding under a Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of Notes (concurrently with the incurrence of any such obligation pursuant to a Bank Credit Agreement or such other agreement) all of the documents required under Section 9.5(c). (b) On and after the date either of the Obligors or any of the Obligors’ Subsidiaries becomes obligated in respect of any Capital Markets Indebtedness, the Obligors shall exist any Material Subsidiary cause each of their Subsidiaries that is not already a Subsidiary Guarantor and to which any of the following conditions applies to execute and deliver to the holders of the Notes a joinder agreement in respect of the existing Subsidiary Guaranty (eachor if the Subsidiary Guaranty has previously been terminated because all Subsidiary Guarantors party to it have been released pursuant to Section 9.5(d) below, a “New Material Subsidiary”), within fifty (50Subsidiary Guaranty) days after and deliver to the date on which Financials for such quarter are holders of Notes the other items required to be delivered hereunder under Section 9.5(c): (i) such Subsidiary of an Obligor Guarantees, or such longer period otherwise becomes obligated in respect of time as any Debt of an Obligor or any Subsidiary of an Obligor (other than an Excluded Subsidiary guaranteeing or otherwise becoming obligated in respect of the Administrative Agent may agree to in its sole discretionDebt of another Excluded Subsidiary), the Borrower shall cause such New Material Subsidiary to ; or (ii) (A) become a such Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty owns an Unencumbered Property and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted other Subsidiary of an Obligor that directly or indirectly owns any stock or other equity interests in such Subsidiary has incurred, acquired or suffered to exist any Debt that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorRecourse. (c) Notwithstanding Each joinder agreement in respect of the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized Guaranty or new Subsidiary Guaranty delivered by a Subsidiary of the Obligors under the immediately preceding subsections (a) and (b) shall be accompanied by each of the following: (i) a certificate signed by an authorized, responsible officer of the Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7 hereof, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (ii) a certificate of the Secretary (or other appropriate officer) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (iii) an opinion of counsel (who may be in-house counsel for the Obligors) addressed to the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as any enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of any jurisdiction other than creditors’ rights generally and by general equitable principles; (iv) if the United States Intercreditor Agreement is still in effect at such time, a counterpart of Americathe Intercreditor Agreement, any state signed by such Subsidiary Guarantor or, if the Intercreditor Agreement is not in effect, but an intercreditor agreement would be required at such time under the Bank Credit Agreement , a counterpart of such intercreditor agreement signed by such Subsidiary Guarantor (such Intercreditor Agreement being in form and substance reasonably satisfactory to the Required Holders, the “Future Intercreditor Agreement”); and (v) (to the extent not already a party to the Intercreditor Agreement or commonwealth thereof a Future Intercreditor Agreement, as the case may be) a joinder to the Intercreditor Agreement or the District Future Intercreditor Agreement, as the case may be, signed by each of Columbia, shall be required to become the holders of Debt of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor.; and (d) The Borrower will cause any Obligors may request in writing that the holders of outstanding Notes release, and upon receipt of such request the holders of outstanding Notes shall release a Subsidiary which guarantees any Guarantor from the Subsidiary Guaranty so long as: (i) Debt Facility of the Borrower or any such Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee is not required to (A) become be a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A party to the Subsidiary Guaranty under Section 9.5(a) or 9.5(b); (ii) no Default or Event of Default shall have occurred and be continuing at the time of such request or the effectiveness of such request; (iii) all of the representations and warranties of the Obligors contained in Section 5 of this Agreement (other than representations and warranties which expressly speak as of a different time) shall be true and correct in all material respects at the time of such request and at the time of the effectiveness of such request; (iv) the holders of outstanding Notes shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the holders of outstanding Notes) prior to the requested date of release; and (Bv) execute and/or deliver if in connection with such Subsidiary Guarantor being released and discharged under any agreement pursuant to which Debt of an Obligor is outstanding, any fee or other documentation form of consideration is given to any holder of Debt under such agreement for such release, the holders of the types described under Sections 4.01(cNotes shall receive equivalent consideration substantially concurrently therewith. Delivery by the Obligors of any such request shall constitute a representation by each Obligor that the matters set forth in the preceding sentence (both as of the date of giving such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. In the event of any such release, for purposes of Section 10.9, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release.” (db) Clause (ii) of Section 10.3(e) of the Note Purchase Agreement shall be replaced in its entirety as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.follows:

Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days of such occurrence, and thereafter promptly (and in any event, within 30 days of such notification) cause such Person to (a) If, as provide an unconditional guaranty of the end Obligations of any fiscal quarter of the each Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form counterpart of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) and (e) document as the Administrative Agent may reasonably request to evidence shall deem appropriate for such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty purpose, and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering deliver to the Administrative Agent (i) documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), (ii) a joinder agreement substantially supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iii) favorable opinion letters 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 (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, in the form case of Exhibit A any Material Subsidiary that is a Foreign Subsidiary, if, in the reasonable judgment of the Company, the unconditional guaranty of the Obligations of each Borrower by such Foreign Subsidiary would cause material adverse tax consequences to the Company and its Subsidiaries, such Foreign Subsidiary shall provide an unconditional guaranty only of the Obligations of such Borrowers, if any, as will not result in material adverse tax consequences to the Company and its Subsidiaries; provided, further, that, in the event of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the Company and its Subsidiaries, the Administrative Agent or the Required Lenders may require the execution and delivery by such Foreign Subsidiary of the Subsidiary Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any of its Subsidiaries, then, notwithstanding the notice and (B) execute and/or deliver such other documentation of timing provisions set forth herein above, the types described under Sections 4.01(c) Company shall cause to be executed and (e) as delivered to the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into Agent, the Subsidiary Guaranty or Subsidiary Guaranties and become a Subsidiary Guarantor. (c) Notwithstanding related documents required by this section concurrently with the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence consummation of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorAcquisition.

Additional Subsidiary Guarantors. (a) IfPromptly after any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, as of and promptly after the end creation or acquisition of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist Domestic Subsidiary or any Material Foreign Subsidiary that is not already a Subsidiary satisfies the definition of Guarantor (eachand, a “New Material Subsidiary”)in any event, within fifty thirty (5030) days after the such date on which Financials for such quarter are required of ceasing to be delivered hereunder (an Immaterial Subsidiary or such longer period of time creation or acquisition, as applicable; provided that the Administrative Agent may agree to extend such time period by (x) an additional thirty (30) days in its sole discretion), discretion and (y) an unlimited number of days thereafter with the Borrower shall consent of the Required Lenders) cause such New Material Subsidiary Person to (Ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A duly executed supplement to the Subsidiary Second Lien Guaranty and (B) execute and/or deliver Security Agreement, a joinder to the Intercreditor Agreement and such other documentation of the types described under Sections 4.01(c) and (e) documents as the Administrative Agent may shall deem reasonably request appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to evidence such New Material Subsidiary’s authority to enter into the Subsidiary exceptions specified in the Second Lien Guaranty and become a Security Agreement) owned by such Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A duly executed supplement to the Subsidiary Guaranty and (B) execute and/or deliver each applicable Collateral Document or such other documentation of the types described under Sections 4.01(c) and (e) documents as the Administrative Agent may shall deem reasonably request to evidence appropriate for such purpose and comply with the terms of each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. applicable Collateral Document, (ciii) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering deliver to the Administrative Agent a joinder agreement substantially such opinions, documents and certificates referred to in Section 3 as may be reasonably requested by the form of Exhibit A Administrative Agent, (iv) deliver to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (vi) deliver to the Administrative Agent such other documents as may be reasonably request requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorAdministrative Agent.

Additional Subsidiary Guarantors. The Company shall not permit any Restricted Subsidiary (aother than a Foreign Subsidiary) If, as to guarantee the payment of any Indebtedness of the end Company or any 58 60 Indebtedness of any fiscal quarter other Restricted Subsidiary (in each case, the "Guaranteed Debt"), unless (i) if such Restricted Subsidiary is not a Subsidiary Guarantor, such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Subsidiary Guarantee of payment of the Borrower for which Financials have been delivered hereunderNotes by such Restricted Subsidiary, there (ii) if the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary are subordinated in right of payment to the Guaranteed Debt, the Subsidiary Guarantee under the supplemental indenture shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material be subordinated to such Restricted Subsidiary”), within fifty (50) days after 's guarantee with respect to the date on which Financials for such quarter are required Guaranteed Debt substantially to be delivered hereunder (or such longer period of time the same extent as the Administrative Agent may agree Notes or the Subsidiary Guarantee are subordinated to the Guaranteed Debt under the Indenture, (iii) if the Guaranteed Debt is by its express terms subordinated in its sole discretion)right of payment to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, any such guarantee of such Restricted Subsidiary with respect to the Borrower Guaranteed Debt shall cause be subordinated in right of payment to such New Material Restricted Subsidiary's Subsidiary Guarantee with respect to the Notes substantially to the same extent as the Guaranteed Debt is subordinated to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary to its obligation under its Subsidiary Guarantee, and (v) such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel substantially to the effect that (A) become a such Subsidiary Guarantor by executing Guarantee of the Notes has been duly authorized, executed and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty delivered, and (B) execute and/or deliver such other documentation Subsidiary Guarantee of the types described under Sections 4.01(c) Notes constitutes a valid, binding and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as enforceable obligation of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority , except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(cfraudulent transfers) and (d) except insofar as the Administrative Agent may reasonably request enforcement thereof is subject to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorgeneral principles of equity.

Additional Subsidiary Guarantors. (a) If, as of Notify the end of Administrative Agent at the time that any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist Person becomes a Domestic Subsidiary (other than an Excluded Domestic Subsidiary or an Immaterial Subsidiary) or any Material Domestic Subsidiary that is not already a Subsidiary Guarantor hereunder shall cease to be an Excluded Domestic Subsidiary or an Immaterial Subsidiary, or the Subsidiaries included as Immaterial Subsidiaries exceed clause (eachii) of the proviso of such definition, a “New Material Subsidiary”and promptly thereafter (and in any event within 30 days), within fifty (50) days after the date on which Financials for cause such quarter are required to be delivered hereunder (Subsidiary that is not an Excluded Domestic Subsidiary or an Immaterial Subsidiary, or such longer period of time Subsidiaries as the Administrative Agent may agree shall be necessary to in its sole discretion)satisfy such definition, the Borrower shall cause such New Material Subsidiary to (Ax) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form counterpart of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) and (e) document as the Administrative Agent may shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably request satisfactory to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorAdministrative Agent. (b) IfNotify the Administrative Agent at the time that any Immaterial Foreign Subsidiary hereunder shall cease to be an Immaterial Foreign Subsidiary, or the Foreign Subsidiaries included as Immaterial Foreign Subsidiaries exceed clause (ii) of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end proviso of such quarterdefinition, and promptly thereafter (and in each caseany event within 30 days), attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted cause such Foreign Subsidiary that is organized under the laws of any jurisdiction other than the United States of Americanot an Immaterial Foreign Subsidiary, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Foreign Subsidiaries as may shall be necessary to eliminate satisfy such excess definition, to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (Ax) become a Foreign Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in counterpart of the form of Exhibit A to the applicable Foreign Subsidiary Guaranty and (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) and (d) document as the Administrative Agent may shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably request satisfactory to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorAdministrative Agent.

Additional Subsidiary Guarantors. (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there The Company shall exist any Material cause each Person that becomes a Restricted Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required of this Indenture to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor with respect to the Indenture Obligations by executing and delivering a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary and by causing such Person to execute and deliver such supplemental indenture in accordance with the terms of this Article Thirteen; provided that any such Restricted Subsidiary that is organized outside of the United States shall not be required to provide a Subsidiary Guarantee so long as such Restricted Subsidiary has not guaranteed any other Debt of the Company or any other Restricted Subsidiary. The Company shall deliver to the Administrative Agent Trustee, together with the supplemental indenture referred to above, an Opinion of Counsel that such Subsidiary Guarantee is a joinder agreement legal, valid, binding and enforceable obligation of such Subsidiary Guarantor, subject to customary local law exceptions and customary exceptions for bankruptcy and equitable principles. The Company hereby represents, that no Restricted Subsidiaries and no Subsidiary Guarantors are in existence as of the date hereof. SECTION 1309. Releases. (a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 1307, and upon delivery by the form of Exhibit A Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, each to the effect 103 that (i) such consolidation, merger, sale or conveyance was or shall be made by a Subsidiary Guaranty Guarantor in accordance with Section 1307, and (Bii) all conditions precedent to such release have been satisfied, the Trustee shall promptly execute and/or deliver any documents reasonably required in order to evidence the release of such other documentation Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee under this Article Thirteen shall remain liable for the full amount of the types described Indenture Obligations under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the its Subsidiary Guaranty and become a Subsidiary GuarantorGuarantee. (b) If, as Concurrently with the Legal Defeasance of the end of any fiscal quarter Notes under Section 1202 hereof or the Covenant Defeasance of the Borrower for which Financials have been delivered hereunderNotes under Section 1203 hereof, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form shall be released from all of Exhibit A to the their obligations under their Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorGuarantees. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any Upon (i) Debt Facility a sale, transfer or other disposition of all of the Borrower or any Capital Stock of a Subsidiary Guarantor with to a Person that is not an aggregate principal amount or commitments Affiliate of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or Company, (ii) any Capital Markets Debt toa sale, within 60 days transfer or other disposition of all or substantially all of the incurrence assets of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation Person that is not an Affiliate of the types described Company, or (iii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in any such case in compliance with the terms of this Indenture, then such Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged from all of its obligations under Sections 4.01(c) and (d) as its Subsidiary Guarantee without any further action on the Administrative Agent may reasonably request to evidence part of the Trustee or any Holder of the Notes; provided that the Net Proceeds of any such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.sale, transfer or other disposition are applied in accordance with Section 1012. 104

Additional Subsidiary Guarantors. (a) If, In the event that Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property for purposes of calculation of the end Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of §7.22, cause each such Subsidiary (and any fiscal quarter other Subsidiary of the Borrower for which Financials have been delivered hereunderhaving an interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, there and such Subsidiary (and any such other Subsidiary) shall exist any Material Subsidiary that is not already become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary or the Borrower shall constitute a Material Subsidiary within the meaning of clause (each, a “New Material Subsidiary”), within fifty (50b) days after of the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)definition thereof, the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor by executing hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents and delivering applicable law, to be a Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary or other entity. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty such organizational agreements, resolutions, consents, opinions and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) instruments as the Administrative Agent may reasonably request to evidence require. Each Subsidiary of Borrower that owns Real Estate included as an Unencumbered Property (and each other Subsidiary of Borrower having an interest in such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (bof Borrower) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is shall be organized under the laws of any jurisdiction other than a State and shall have its principal place of business in a State, consistent with the United States requirements of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor§7. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) IfThe Company will cause any Person (other than (1) YRRFC or any other Receivables Entity, and (2) Subsidiaries formed for the purpose of providing insurance primarily to the Company and its Subsidiaries, provided that such Subsidiaries carry on no other business other than providing such insurance and performing activities related thereto) that becomes a Material Domestic Subsidiary after the date hereof (i) to execute and deliver to the Administrative Agent, within ten Business Days after the Company’s delivery, pursuant to Section 5.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of any fiscal quarter which such Person first becomes a Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within twenty Business Days after the consummation of such Significant Acquisition, a supplement to the Subsidiary Guarantee Agreement, in the form prescribed therein, guaranteeing the obligations of the Borrower for which Financials have been delivered hereunderBorrowers hereunder and (ii) concurrently with the delivery of such supplement, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering deliver to the Administrative Agent (x) evidence of action of such Person’s board of directors or other governing body authorizing the execution, delivery and performance thereof and (y) a joinder agreement substantially favorable written opinion of counsel for such Person, in the form of Exhibit A and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to such Person and the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) Guarantee Agreement as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequest. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries If (other than any Receivables Entity or any Restricted i) a Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not no longer a Material Domestic Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as and the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent receives a joinder agreement substantially in the form certificate of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation an officer of the types described under Sections 4.01(c) Company to that effect and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor Guarantor shall not then Guarantee any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility Indebtedness of the Borrower Company or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) its Subsidiaries, or (ii) the Company or any Capital Markets Debt to, within 60 days Subsidiary sells or otherwise transfers all of the incurrence Equity Interests of such guarantee any Subsidiary Guarantor to (A) become any Person which is not the Company or a Subsidiary or liquidates or dissolves any Subsidiary Guarantor in a transaction which, in any case described in this clause (b), is not otherwise prohibited by executing and delivering to the terms of this Agreement, the Administrative Agent a joinder agreement substantially in will, on behalf of the form of Exhibit A Lenders, execute and deliver to the Company a release of such Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described Guarantor from its obligations under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorGuarantee Agreement.

Additional Subsidiary Guarantors. (ai) IfIf at any time a member of the Senior Management Team of the Borrower has actual knowledge that the aggregate assets of all of the Borrower’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the end Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any fiscal quarter time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which Financials have been delivered the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, there the Borrower shall exist cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness. For the avoidance of doubt, and without limiting any Material other provision of this Section 7.2(K), the Borrower shall cause Supplements to the Subsidiary Guaranty, and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, to be delivered by (x) each “Subsidiary Guarantor” described in clause (i) of the definition of “Subsidiary Guarantors” in the Revolving Credit Agreement, and (y) each Domestic Subsidiary that is a “Subsidiary Guarantor” under the Dutch Credit Agreement, in each case, that is not already a Subsidiary Guarantor (eachGuarantor, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that as and when such guarantees and related deliveries are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement or the Dutch Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorapplicable.

Additional Subsidiary Guarantors. (a) IfNotify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days of such occurrence, as and thereafter promptly (and in any event, within 30 days of such notification) cause such Person to (a) provide an unconditional guaranty of the end of any fiscal quarter Obligations of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in counterpart of the form of Exhibit A applicable Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Material Subsidiary Guaranty as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (Bii) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) certifications as the Administrative Agent may reasonably request require to evidence that such New Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Material Subsidiary’s authority jurisdiction of incorporation or organization) and qualified to enter into engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.18 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.18 true and correct and (iv) favorable opinion letters 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 (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, in the case of any Material Subsidiary that is a Foreign Subsidiary, if, in the reasonable judgment of the Company, the unconditional guaranty of the Obligations of the Borrower by such Foreign Subsidiary would cause material adverse tax consequences to the Company and its Subsidiaries, such Foreign Subsidiary shall provide an unconditional guaranty only to the extent as will not result in material adverse tax consequences to the Company and its Subsidiaries; provided, further, that, in the event of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the Company and its Subsidiaries, the Administrative Agent or the Required Lenders may require the execution and delivery by such Foreign Subsidiary of the Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any of its Subsidiaries, then, notwithstanding the notice and become a Subsidiary Guarantortiming provisions set forth herein above, the Company shall cause to be executed and delivered to the Administrative Agent, the Guaranty or Guaranties and related documents required by this section concurrently with the consummation of such Acquisition. (b) If, as Upon the consummation of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunderMerger, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, take each action set forth in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorSection 6.14 below. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days of such occurrence, and thereafter promptly (and in any event, within 30 days of such notification or if earlier, at the time any such Subsidiary becomes a Designated Borrower) or, in the event of any Non-Material Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) If, as provide an unconditional guaranty of the end Obligations of any fiscal quarter of the each Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form counterpart of Exhibit A or supplement to the Domestic Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (Bb) execute deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or deliver other certificates of Responsible Officers of such other documentation Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of the types described under Sections 4.01(ceach Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and (e) certifications as the Administrative Agent may reasonably request require to evidence that such New Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s authority jurisdiction of incorporation or organization) and qualified to enter into engage in business in each jurisdiction where its ownership, lease or operation of properties or the Subsidiary Guaranty and become conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Subsidiary Guarantor. Material Adverse Effect, (biii) If, as a supplement to Schedule 5.19 setting forth the Subsidiaries of the end Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters 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 (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, in the case of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under a Foreign Subsidiary, if, in the laws reasonable judgment of the Company, the unconditional guaranty of the Obligations of each Borrower by such Foreign Subsidiary would cause material adverse tax consequences to the Company and its Subsidiaries, such Foreign Subsidiary shall provide an unconditional guaranty only of the Obligations of such Borrowers, if any, as will not result in material adverse tax consequences to the Company and its Subsidiaries; provided, further, that, in the event of any jurisdiction other than change in, or the United States of Americaintroduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any state law or commonwealth thereof regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the District of Columbia) that are not Subsidiary GuarantorsCompany and its Subsidiaries, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent or the Required Lenders may agree to require the execution and delivery by such Foreign Subsidiary of the Domestic Subsidiary Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any of its sole discretion)Subsidiaries, then, notwithstanding the notice and timing provisions set forth herein above, the Borrower Company shall cause such additional Restricted Subsidiaries as may to be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing executed and delivering delivered to the Administrative Agent a joinder agreement substantially in Agent, the form of Exhibit A to the Domestic Subsidiary Guaranty or Subsidiary Guaranties and (B) execute and/or deliver such other documentation of related documents required by this section concurrently with the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence consummation of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorAcquisition.

Additional Subsidiary Guarantors. If, after the Closing Date, any Subsidiary that (i) receives fees under a Management Contract, (ii) is a Wholly-Owned REIT Subsidiary or (iii) owns an Unencumbered Eligible Project and is not a Subsidiary Guarantor becomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness of the type described in clause (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary such definition that is not already (A) owing to any of the Consolidated Businesses or (B) Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Subsidiary Guarantor (each, a “New Material Subsidiary”Rule 144A Transaction), then within fifty (50) days after the date on which Financials for 15 Business Days of such quarter are required to be delivered hereunder event (or such longer other period of time as may be agreed by the Administrative Agent may agree to in its sole discretion), the Borrower Company shall cause such New Material Subsidiary if it is a Domestic Wholly-Owned Subsidiary (and otherwise shall cause the most immediate parents of such Subsidiary that are Domestic Wholly-Owned Subsidiaries of the Company (if any)) to (A) become a Subsidiary Guarantor under this Agreement and to execute and deliver a joinder agreement in substantially the form of Exhibit G, and the Company shall (x) as and to the extent requested by executing the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and delivering (vi) with respect to each such Domestic Wholly-Owned Subsidiary, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a joinder agreement substantially in the form favorable opinion of Exhibit A counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning each such Domestic Wholly-Owned Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) Loan Documents as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (bz) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as provide the Administrative Agent may agree to in its sole discretion), with the Borrower shall cause U.S. taxpayer identification number for each such additional Restricted Subsidiaries as may be necessary to eliminate Domestic Wholly-Owned Subsidiary and all documentation and other information concerning such excess to (A) become Domestic Wholly-Owned Subsidiary Guarantors by executing and delivering to that the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor Lender requests in order to comply with an aggregate principal amount or commitments of $50,000,000 or greater (its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorAct.

Additional Subsidiary Guarantors. The Parent Issuer will cause any Subsidiary that guarantees or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.Guaranty; (b) Ifa certificate signed by an authorized Responsible Officer of the Parent Issuer making representations and warranties to the effect of those contained in the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Parent Issuer) addressed to each of the end of any fiscal quarter holders of the Borrower for which Financials have Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered hereunderand that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance -35- and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of Section 2.3(b) and this Section 9.7, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended Company or Consolidated Total Assets as any other Subsidiary of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that Parent Issuer who is organized under the laws of any jurisdiction other than the United States of AmericaAmerica (each, any state or commonwealth thereof or the District of Columbiaa “Foreign Subsidiary”) shall not be deemed to be a Person that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as is liable in respect of such dateBank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and the Parent Issuer, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation any of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted SubsidiaryParent Issuer’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is Subsidiaries organized under the laws of any jurisdiction other than the United States of America, or any state thereof (each, a “Domestic Subsidiary”), is a “borrower”, “co-borrower” or commonwealth thereof or the District an issuer of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility notes under the Revolving such Bank Credit Agreement) or Agreement and (ii) is not obligated for, or does not otherwise guaranty, any Capital Markets Debt to, within 60 days of the incurrence of other Person’s obligations under such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorBank Credit Agreement.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall (ai) Ifcause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, as of to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the end of event any fiscal quarter Subsidiary of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already constitute a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor by executing hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor. (b) If, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the end delivery of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)Guarantor Joinder Agreement, the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty such organizational agreements, resolutions, consents, opinions and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) instruments as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company (other than "bankruptcy remote special purpose" Subsidiaries) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to Section 8.5, the Company or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (or any "bankruptcy remote special purpose" Subsidiary ceases to such a Subsidiary), the Company or such Subsidiary will cause such new Subsidiary (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing execute and delivering to the Administrative Agent deliver a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty Guaranty, in form and (B) execute and/or deliver substance satisfactory to the Purchaser, pursuant to which such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and would become a Subsidiary Guarantor. , (b) Ifif such Subsidiary has any Subsidiaries, as pledge agreements, together with (i) certificates representing all of the end Capital Stock of any fiscal quarter Person owned by such Subsidiary, (ii) undated stock powers executed in blank and (iii) such opinions of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end counsel and such approving certificates of such quarter, Subsidiary as the Purchaser may request in each case, attributable to all Restricted Subsidiaries (other than respect of complying with any Receivables Entity legend on any such certificate or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of Americamatter relating to such shares, any state (c) such other agreements, instruments, approvals or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries other documents as may be necessary requested by the Purchaser in order to eliminate create, perfect, establish, and maintain the first priority of any Lien in favor of the Purchaser to effect the intent that such excess Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to (A) become which Subsidiary Guarantors by executing are parties and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty that all property and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence assets of such guarantee Subsidiary shall become Collateral for the Obligations to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) Purchaser, and (d) opinions of counsel to the Company or such Subsidiary as to such matters as the Administrative Agent Purchaser may reasonably request request. In addition, the Company shall grant to evidence the Purchaser a valid first priority perfected security interest in the Capital Stock of such Subsidiary’s authority Subsidiary to enter into secure the Subsidiary Guaranty and become a Subsidiary GuarantorObligations to Purchaser.

Additional Subsidiary Guarantors. (a) If, In the event that Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property for purposes of calculation of the end Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of §7.22, cause each such Subsidiary (and any fiscal quarter other Subsidiary of the Borrower for which Financials have been delivered hereunderhaving an interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, there and such Subsidiary (and any such other Subsidiary) shall exist any Material Subsidiary that is not already become a Subsidiary Guarantor (each, hereunder. If Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder Unencumbered Property” (or such longer period other similar term as used therein) under the Existing Credit Agreement it shall be required to include such Real Estate as an Unencumbered Property hereunder. In addition, in the event any Subsidiary or the Borrower shall constitute a Material Subsidiary within the meaning of time as clause (b) of the Administrative Agent may agree to in its sole discretion)definition thereof, the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor by executing hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents and delivering applicable law, to be a Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary or other entity. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty such organizational agreements, resolutions, consents, opinions and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) instruments as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire. (b) IfThe Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the end of any fiscal quarter date of the Borrower for which Financials have been delivered hereunder, the aggregate amount giving of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets such request and as of the end date of the effectiveness of such quarter, in each case, attributable request) are true and correct with respect to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under such request. Notwithstanding the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)foregoing, the Borrower foregoing release provisions shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering not apply to the Administrative REIT, which may only be released upon the written approval of Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation all of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorLenders. (c) Notwithstanding the foregoing no Receivables Entityterms of §5.2(a), nor from and after any Restricted date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is organized under a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors hereunder, and (ii) Agent shall promptly release the laws Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any jurisdiction other than time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute the United States Guaranty in the form of Americathe original Guaranty and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT to be released from the Guaranty. If at any state or commonwealth thereof or time during which the District Borrower has an Investment Grade Rating the provisions of Columbiaclause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Subsidiary GuarantorGuarantor by executing a Guaranty in the form of the original Guaranty and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and comply with the provisions of §5.2 (a) as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt regardless of whether Borrower has obtained an Investment Grade Rating. (d) The Borrower will cause any Subsidiary which guarantees any Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (ia) Debt Facility of the Borrower or any definition of Material Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee are not required to (A) become be a Subsidiary Guarantor pursuant to §5.2(c), then the Unencumbered Properties owned by executing such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and delivering considered in the calculation of Unencumbered Asset Value and Unencumbered Property Debt Yield) provided that the representations and warranties described below in this §5.2(d) with respect to such Persons continue to be true and correct in all material respects, and the Borrower and such Persons continue to comply with the provisions and covenants (or such provisions and covenants shall be applicable to such Persons and shall be complied with, as applicable) described below in this §5.2(d), in each case, as and to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the same extent as if such Persons were Subsidiary Guaranty and Guarantors: clause (Bd) execute and/or deliver such other documentation of the types described under Sections 4.01(cdefinition of Change of Control; clause (b) of the definition of Material Adverse Effect; definition of Non-Recourse Indebtedness; definition of Rent Roll; definition of Unencumbered Asset Value; §2.7; §2.10(b); §6.1(b); §6.16; §6.19; §6.20(a), (b), (c), (e) and (df); last sentence of §6.21; §6.23; §6.26; §6.27; §6.28; §6.31; §7.4(l); §7.5(e); last sentence of §7.6(a); §7.6(b); §7.17 (for the purposes of §7.17, each entity that is a Material Subsidiary pursuant to clause (a) of the definition of Material Subsidiary shall be required to make Distributions the same as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the other Subsidiaries who are not Subsidiary Guaranty Guarantors); §7.22; last paragraph of §8.1; §8.2(iii); §8.4(v); §8.6; §8.14; and become a Subsidiary Guarantor§27.

Additional Subsidiary Guarantors. (a) IfPromptly after any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, as of and promptly after the end creation or acquisition of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist Domestic Subsidiary or any Material Foreign Subsidiary that is not already a Subsidiary satisfies the definition of Guarantor (eachand, a “New Material Subsidiary”)in any event, within fifty thirty (5030) days after the such date on which Financials for such quarter are required of ceasing to be delivered hereunder (an Immaterial Subsidiary or such longer period of time creation or acquisition, as applicable; provided that the Administrative Agent may agree to extend such time period by (x) an additional thirty (30) days in its sole discretion), discretion and (y) an unlimited number of days thereafter with the Borrower shall consent of the Required Lenders) cause such New Material Subsidiary Person to (Ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A duly executed supplement to the Subsidiary First Lien Guaranty and (B) execute and/or deliver Security Agreement, a joinder to the Intercreditor Agreement and such other documentation of the types described under Sections 4.01(c) and (e) documents as the Administrative Agent may shall deem reasonably request appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to evidence such New Material Subsidiary’s authority to enter into the Subsidiary exceptions specified in the First Lien Guaranty and become a Security Agreement) owned by such Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A duly executed supplement to the Subsidiary Guaranty and (B) execute and/or deliver each applicable Collateral Document or such other documentation of the types described under Sections 4.01(c) and (e) documents as the Administrative Agent may shall deem reasonably request to evidence appropriate for such purpose and comply with the terms of each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. applicable Collateral Document, (ciii) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering deliver to the Administrative Agent a joinder agreement substantially such opinions, documents and certificates referred to in Section 3.2 as may be reasonably requested by the form of Exhibit A Administrative Agent, (iv) deliver to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (vi) deliver to the Administrative Agent such other documents as may be reasonably request requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorAdministrative Agent.

Additional Subsidiary Guarantors. The Company will cause any Domestic Subsidiary which becomes an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement to become a party to the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with becoming an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement) the following items: (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering supplement to the Administrative Agent a joinder agreement substantially Subsidiary Guaranty in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary a "Guaranty and become a Subsidiary Guarantor.Supplement"); (b) Ifa certificate signed by an authorized Responsible Officer making representations and warranties to the effect of those contained in Sections 5.2, 5.4, 5.6 and 5.7, with respect to such Subsidiary and such Subsidiary Guaranty, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.applicable; and (c) Notwithstanding an opinion of counsel (who may be in-house counsel for the foregoing no Receivables EntityCompany) addressed to each of the holders of the Notes which opinion shall be satisfactory to the Required Holders, nor to the effect that the Guaranty Supplement has been duly authorized, executed and delivered and that such Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. In connection with any Restricted amendment, extension, renewal, replacement or refinancing of the Bank Credit Agreement after the Closing Date, the Company shall cause such amended, extended, renewed, replaced or refinanced Bank Credit Agreement to permit the Notes to be guaranteed by, and the Company shall cause the Notes to be guaranteed by, each Foreign Subsidiary that shall then be or thereafter become an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement and upon any Foreign Subsidiary becoming obligated hereunder to guaranty the Notes, such Foreign Subsidiary shall deliver to each of the holders of the Notes the items described in clauses (a), (b) and (c) of this Section 9.9. Anything in this Section 9.9 to the contrary notwithstanding, a Foreign Subsidiary that is organized or becomes a borrower under the laws Bank Credit Agreement shall not be deemed to be an obligor, guarantor or co-obligor of obligations existing under the Bank Credit Agreement for purposes of this Section 9.9 if such Subsidiary shall have no obligations under the Bank Credit Agreement or any other agreement or instrument for the repayment of any jurisdiction Debt outstanding under the Bank Credit Agreement (whether upon default by any party to the Bank Credit Agreement or otherwise) other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor directly borrowed by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as The Company (i) will cause each Domestic Subsidiary which delivers a Guaranty in favor of the end banks under the Bank Credit Agreement, or the administrative agent on behalf of any fiscal quarter of the Borrower for which Financials have been delivered hereundersuch banks, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and concurrently become a Subsidiary Guarantor. , and (bii) Ifmay, as of the end of at its election, at any fiscal quarter of the Borrower for time or from time to time, cause any other Subsidiary which Financials have been delivered hereunderis not then a Subsidiary Guarantor to become a Subsidiary Guarantor, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarterby, in each case, attributable satisfying the following conditions: (A) each holder of a Note shall have received an executed Subsidiary Guaranty or a joinder agreement in respect of the Subsidiary Guaranty from such new Subsidiary Guarantor; (B) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (C) each holder of a Note shall have received a certificate of the Secretary or a Director (or other appropriate officer or person) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (D) each holder of a Note shall have received an opinion or opinions of counsel in all Restricted Subsidiaries applicable jurisdictions addressed to each of the holders of the Notes satisfactory to the Required Holders, to the combined effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (other than any Receivables Entity or any Restricted E) if such new Subsidiary that Guarantor is organized under the laws of any incorporated in a jurisdiction other than the United States, each holder of a Note shall have received evidence of the appointment of the Company (or any successor to the duties thereof) as such new Subsidiary Guarantor’s agent to receive, for it and on its behalf, service of process in the United States with respect thereto; (F) the reasonable fees, charges and disbursements of Americaa special counsel to the holders of the Notes in connection with the accession of such Subsidiary Guarantor shall have been paid; and (G) each holder of a Note shall have received a certificate of a Senior Financial Officer of the Company certifying that at such time and immediately after giving effect to such Subsidiary Guaranty no Default or Event of Default shall have occurred and be continuing. AVON PRODUCTS, INC. NOTE PURCHASE AGREEMENT (b) At the election of the Company and by written notice to each holder of Notes, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as Guarantor other than ACC may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing discharged from all of its obligations and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the liabilities under its Subsidiary Guaranty and (B) execute and/or deliver such other documentation of shall be automatically released from its obligations thereunder without the types described under Sections 4.01(c) and (e) as need for the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws execution or delivery of any jurisdiction other than document by the United States of Americaholders or any other Person, any state or commonwealth thereof or the District of Columbiaprovided, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any in each case, that (i) Debt Facility after giving effect to such release no Default or Event of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or Default shall have occurred and be continuing, (ii) any Capital Markets Debt no amount is then due and payable under such Subsidiary Guaranty, (iii) such Subsidiary is not a party to, within 60 days nor obligated under, any Guaranty of the incurrence Bank Credit Agreement and (iv) each holder of such guarantee to (A) become Notes shall have received a Subsidiary Guarantor by executing and delivering certificate of a Senior Financial Officer to the Administrative Agent a joinder agreement substantially in foregoing effect and setting forth the form of Exhibit A information (including reasonably detailed computations) reasonably required to establish compliance with the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorforegoing requirements.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within thirty (30) days), cause such Person (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any if such Person is a Material Subsidiary that is not already or a Subsidiary Guarantor (eachguarantor of a Private Placement, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor Guarantor, on a joint and several basis with all other Subsidiary Guarantors, by executing and delivering to the Administrative Agent a joinder agreement substantially in the form counterpart of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) and (e) document as the Administrative Agent shall deem appropriate for such purpose, and (b) to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and shall be addressed to the Administrative Agent and each of the Lenders), all in form, content and scope reasonably satisfactory to the Administrative Agent. No Foreign Subsidiary may become a Designated Borrower if it would be illegal for any Lender to lend to such Foreign Subsidiary, as reasonably request to evidence determined by such New Material Subsidiary’s authority to enter into the Lender. A Foreign Subsidiary Guaranty and that (a) can become a Subsidiary Guarantor. Guarantor for all the Obligations without adverse tax consequences, shall become a Subsidiary Guarantor for all of the Obligations, or (b) If, as cannot become a Subsidiary Guarantor for all of the end of any fiscal quarter Obligations, but can become a Subsidiary Guarantor for a portion of the Borrower Obligations, without adverse tax consequences, shall become a Subsidiary Guarantor for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as only such portion of the end Obligations as will not result in adverse tax consequences; provided, however, that if such Foreign Subsidiary is a guarantor of a Private Placement, it shall become a Subsidiary Guarantor for all of the Obligations or, if its guaranty of such quarterPrivate Placement is limited to avoid adverse tax consequences, it shall become a Subsidiary Guarantor for only such portion of the Obligations as will not result in each caseadverse tax consequences consistent with the limitation on its guaranty of such Private Placement; and provided, attributable to all Restricted Subsidiaries (other than further, that if any Receivables Entity or such Foreign Subsidiary cannot become a Subsidiary Guarantor for any Restricted Subsidiary that is organized under of the laws of any jurisdiction other than the United States of AmericaObligations without adverse tax consequences, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen then sixty-six percent (1566%) of Consolidated EBITDA the equity interests in such Foreign Subsidiary shall be pledged to the Administrative Agent for its benefit and the benefit of the Lenders pursuant to such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time documentation as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, In the event that Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property for purposes of calculation of the end Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of any fiscal quarter of the Borrower for which Financials have been delivered hereunder§7.22, there shall exist any Material cause each such Subsidiary that is not already constituting a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or and any other Subsidiary of Borrower having an ownership interest in such longer period Subsidiary of time as Borrower) to execute and deliver to Agent a Joinder Agreement, and such Subsidiary (and any such other Subsidiary having an ownership interest in such Subsidiary) shall thereby become a Subsidiary Guarantor hereunder. In addition, in the Administrative Agent may agree to in its sole discretion)event any Subsidiary of the REIT shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary's becoming a guarantor or other obligor with respect to such other Unsecured Indebtedness 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 promptly execute and deliver to Agent a Joinder Agreement), cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary pursuant to clause (c) of the definition thereof, Borrower shall cause such Subsidiary, within thirty (30) days (or such later date as agreed to by executing Agent) of such Subsidiary becoming a Material Subsidiary pursuant to clause (c) of the definition thereof, to execute and delivering deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents and applicable law, to be a Guarantor hereunder. Without limiting the terms of this agreement, Borrower shall cause all representations in the Loan Documents that apply to the Administrative Guarantors to be true and correct in all material respects, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor (unless such representations apply to any earlier date). Without limiting the terms of this Agreement, Borrower shall cause all covenants in the Loan Documents that apply to the Guarantors to be true and correct, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor. In connection with the delivery of any Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days (or such shorter period to which Agent may agree) prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to the Agent a joinder agreement substantially in the form certificate pursuant to which an Authorized Officer of Exhibit A to the Subsidiary Guaranty and Borrower certifies (B) execute and/or deliver together with such other documentation of the types described under Sections 4.01(c) and (e) evidence as the Administrative Agent may reasonably request to evidence confirm) that either (A) the Borrower has disposed of or simultaneously with such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a release will dispose of its entire interest in such Subsidiary Guarantor. , all of the assets of such Subsidiary Guarantor shall be liquidated and transferred to Borrower or another Subsidiary Guarantor, or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be contributed to an Unconsolidated Affiliate or disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries, and the net cash proceeds from such disposition are being distributed directly or indirectly to the Borrower or any Subsidiary Guarantor in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) If, of the definition of Material Subsidiary which would require it to be a Guarantor and (ii) would not be required to be a Guarantor pursuant to clause (c) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the end of any fiscal quarter date of the Borrower for which Financials have been delivered hereunder, the aggregate amount giving of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets such request and as of the end date of the effectiveness of such quarterrequest) are true and correct with respect to such request. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in each casewriting as to whether such Subsidiary Guarantor has been fully released from its Guaranty, attributable has no further liability with respect thereto and is no longer a party to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than Guaranty. Notwithstanding the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)foregoing, the Borrower foregoing release provisions shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering not apply to the Administrative REIT or General Partner, which may only be released upon the written approval of Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation all of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorLenders. (c) Notwithstanding the foregoing no Receivables Entityterms of §5.2(a) and (b), nor from and after any Restricted date that Agent first receives written notice from Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is organized a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the laws Credit Agreement, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any jurisdiction other than time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the United States provisions of America§5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT or General Partner to be released from the Guaranty. For the avoidance of doubt, if at any state or commonwealth thereof or time during which the District Borrower has an Investment Grade Rating the provisions of Columbiaclause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing a Joinder Agreement and delivering comply with the provisions of §5.2(a) as a condition to the Administrative Agent such Subsidiary's becoming a joinder agreement substantially in the form of Exhibit A guarantor or other obligor with respect to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation Unsecured Indebtedness regardless of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorwhether Borrower has obtained an Investment Grade Rating.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any if such Person is a Material Subsidiary that is not already or a Subsidiary Guarantor (eachguarantor of a Private Placement, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor Guarantor, on a joint and several basis with all other Subsidiary Guarantors, by executing and delivering to the Administrative Agent a joinder agreement substantially in the form counterpart of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) and (e) document as the Administrative Agent shall deem appropriate for such purpose, and (b) to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and shall be addressed to the Administrative Agent and each of the Lenders), all in form, content and scope reasonably satisfactory to the Administrative Agent. No Foreign Subsidiary may become a Designated Borrower if it would be illegal for any Lender to lend to such Foreign Subsidiary, as reasonably request to evidence determined by such New Material Subsidiary’s authority to enter into the Lender. A Foreign Subsidiary Guaranty and that (a) can become a Subsidiary Guarantor. Guarantor for all the Obligations without adverse tax consequences, shall become a Subsidiary Guarantor for all of the Obligations, or (b) If, as cannot become a Subsidiary Guarantor for all of the end of any fiscal quarter Obligations, but can become a Subsidiary Guarantor for a portion of the Borrower Obligations, without adverse tax consequences, shall become a Subsidiary Guarantor for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as only such portion of the end Obligations as will not result in adverse tax consequences; provided, however, that if such Foreign Subsidiary is a guarantor of a Private Placement, it shall become a Subsidiary Guarantor for all of the Obligations or, if its guaranty of such quarterPrivate Placement is limited to avoid adverse tax consequences, it shall become a Subsidiary Guarantor for only such portion of the Obligations as will not result in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under adverse tax consequences consistent with the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as limitation on its guaranty of such datePrivate Placement; and provided, within fifty (50) days after further, that if any such Foreign Subsidiary cannot become a Subsidiary Guarantor for any of the date on which Financials Obligations without adverse tax consequences, then 66% of the equity interests in such Foreign Subsidiary shall be pledged to the Administrative Agent for its benefit and the benefit of the Lenders pursuant to such quarter are required to be delivered hereunder (or such longer period of time documentation as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as With respect to any new Material Domestic Subsidiary created or acquired after the Series A Closing Day by the Company or any Subsidiary or with respect to any existing Domestic Subsidiary that becomes a Material Domestic Subsidiary after the Series A Closing Day by virtue of meeting the qualifications set forth in the definition of Material Subsidiary or with respect to any Domestic Subsidiary that becomes a guarantor or borrower in respect of the end of obligations under the Bank Credit Agreement and related documents, promptly, but in any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor event within fifteen (each, a “New Material Subsidiary”), within fifty (5015) days after the date on which Financials for such quarter are required to be delivered hereunder creation, acquisition or qualification or of becoming such a guarantor or borrower, (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall i) cause such New Material Subsidiary to such (A) to become a party to the Subsidiary Guarantor Guaranty by executing and delivering to the Administrative Agent each holder of Notes a joinder agreement substantially in the form of Exhibit A attached to the Subsidiary Guaranty as Annex B and (B) execute and/or to deliver to each holder of Notes the documents described in Annex 2 to such other documentation joinder. The holders of the types described Notes agree that if the Subsidiary Guarantors shall be released from their obligations under Sections 4.01(c) or in respect of the Bank Credit Agreement and (e) so long as no Default or Event of Default then exists, the Administrative Agent may holders of Notes, upon receipt of a written request of the Company and evidence reasonably request satisfactory to evidence the Required Holders of such New Material Subsidiary’s authority release in respect of the Bank Credit Agreement, will simultaneously with the release in connection with the Bank Credit Agreement take such actions and execute such documents which are necessary to enter into terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty and become a provided, however, that the holders will have no obligation to release the Subsidiary Guarantor. (b) If, as Guarantors pursuant to this sentence if in connection with the release of the end of any fiscal quarter Subsidiary Guarantors from their obligations under or in respect of the Borrower for which Financials have been delivered hereunder, Bank Credit Agreement the aggregate amount Company or any of Consolidated EBITDA its Subsidiaries pays any consideration to the lenders under the Bank Credit Agreement in consideration of such release unless the holders of Notes are paid equivalent consideration for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, release provided for in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorthis sentence. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which becomes an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement to become a party to the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with becoming an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement) the following items: (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering supplement to the Administrative Agent a joinder agreement substantially Subsidiary Guaranty in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary a “Guaranty and become a Subsidiary Guarantor.Supplement”); (b) Ifa certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.applicable; and (c) Notwithstanding an opinion of counsel (who may be in-house counsel for the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under Company) addressed to each of the laws holders of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, Notes which opinion shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering satisfactory to the Administrative Agent a joinder agreement substantially in Required Holders, to the form of Exhibit A to effect that the Guaranty Supplement entered into by such Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Anything in this Section 9.8 to the contrary notwithstanding, a Foreign Subsidiary that becomes a borrower under the Bank Credit Agreement shall not be deemed to be an obligor, guarantor or co-obligor of obligations existing under the Bank Credit Agreement for purposes of this Section 9.8 if such Subsidiary shall have no obligations under the Bank Credit Agreement or any other agreement or instrument for the repayment of any Debt outstanding thereunder (Bwhether upon default by any party to the Bank Credit Agreement or otherwise) execute and/or deliver other than (1) Debt directly borrowed by such Subsidiary or (2) Debt of any other documentation Foreign Subsidiary which Subsidiary shall also satisfy the conditions of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorthis sentence.

Additional Subsidiary Guarantors. (a) If, as The Company will cause any Subsidiary which is required by the terms of the end Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into a Subsidiary Guaranty Agreement which shall be in a form reasonably acceptable to the Required Holders (a “Subsidiary Guaranty”) and deliver to each of the holders of the Notes (concurrently with the incurrence of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering obligation pursuant to the Administrative Agent Bank Credit Agreement) the following items: (i) a joinder agreement substantially in respect of the form Subsidiary Guaranty; (ii) a certificate signed by an authorized Responsible Officer of Exhibit A the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) delivered and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into that the Subsidiary Guaranty constitutes the legal, valid and become a Subsidiary Guarantorbinding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) IfAt any time in which a Subsidiary Guaranty shall be in existence, as the holders of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may Notes agree to in its sole discretion), the Borrower shall cause discharge and release any Subsidiary Guarantor from such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation upon receipt of written notice from the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables EntityCompany, nor any Restricted Subsidiary provided that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under such Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments Bank Credit Agreement and each Debt Agreement of $50,000,000 or greater (including the Debt Facility under Company and the Revolving Credit Agreement) or Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) any Capital Markets Debt toat the time of such release and discharge, within 60 days the Company shall deliver a certificate of a Responsible Officer to the holders of the incurrence Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation release, holders of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. (a) If, as The Company will cause (i) each Material Subsidiary and (ii) any other Subsidiary which is required by the terms of the end of any fiscal quarter Bank Credit Agreement to become a party to, or otherwise guarantee, Debt in respect of the Borrower for which Financials have been delivered hereunderBank Credit Agreement (other than, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor in each case of clauses (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(ci) and (eii), any Excluded Subsidiary; provided, that no Subsidiary (other than those Subsidiaries described in clauses (a), (b) as or (c) of the Administrative Agent may reasonably request to evidence definition of “Excluded Subsidiary”) shall issue, Guarantee or incur any debt under the Bank Credit Agreement or any SIT Acquisition Debt unless such New Material Subsidiary’s authority Subsidiary is also a Subsidiary Guarantor), to enter into the Subsidiary Guaranty and become deliver to each of the holders of the Notes the following items (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement): (1) a joinder agreement in respect of the Subsidiary GuarantorGuaranty; (2) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (3) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) IfIf at any time a Subsidiary Guarantor is or becomes an Excluded Subsidiary, as the holders of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may Notes agree to in its sole discretion), the Borrower shall cause discharge and release such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to Guarantor from the Subsidiary Guaranty and (B) execute and/or deliver such other documentation upon the written request of the types described under Sections 4.01(c) Company, provided, that at the time of such release and (e) discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists or will exist upon such release and discharge, and the release shall be effective automatically and each holder of Notes shall promptly execute and deliver, at the sole cost and expense of the Company, such documents as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent Company may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.release. Stericycle, Inc. Note Purchase Agreement

Additional Subsidiary Guarantors. (a) If, In the event that Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property for purposes of calculation of the end Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of §7.22, cause each such Subsidiary (and any fiscal quarter other Subsidiary of the Borrower for which Financials have been delivered hereunderhaving an interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, there and such Subsidiary (and any such other Subsidiary) shall exist any Material Subsidiary that is not already become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary or the Borrower shall constitute a Material Subsidiary within the meaning of clause (each, a “New Material Subsidiary”), within fifty (50b) days after of the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)definition thereof, the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor by executing hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents and delivering applicable law, to be a Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary or other entity. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty such organizational agreements, resolutions, consents, opinions and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) instruments as the Administrative Agent may reasonably request to evidence require. Each Subsidiary of Borrower that owns Real Estate included as an Unencumbered Property (and each other Subsidiary of Borrower having an interest in such New Material Subsidiary’s authority to enter into Subsidiary of Borrower) shall be organized under the Subsidiary Guaranty laws of a State and become shall have its principal place of business in a Subsidiary GuarantorState, consistent with the requirements of §7.2. (b) IfThe Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release (or such shorter period as the Agent may accept) together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the end of any fiscal quarter date of the Borrower for which Financials have been delivered hereunder, the aggregate amount giving of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets such request and as of the end date of the effectiveness of such quarter, in each case, attributable request) are true and correct with respect to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under such request. Notwithstanding the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)foregoing, the Borrower foregoing release provisions shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering not apply to the Administrative REIT, which may only be released upon the written approval of Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation all of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorLenders. (c) Notwithstanding the foregoing no Receivables Entityterms of §5.2(a), nor from and after any Restricted date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is organized a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the laws Credit Agreement, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any jurisdiction other than time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute the United States Guaranty in the form of Americathe Guaranty as then in effect (or if the Guaranty is not in effect, then as last in effect, with such modifications thereto as may be reasonably required by Agent to describe the obligations to be guaranteed) and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT to be released from the Guaranty. If at any state or commonwealth thereof or time during which the District Borrower has an Investment Grade Rating the provisions of Columbiaclause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Subsidiary GuarantorGuarantor by executing a Guaranty in the form of the Guaranty as then in effect (or if the Guaranty is not in effect, then as last in effect, with such modifications thereto as may be reasonably required by Agent to describe the obligations to be guaranteed) and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and comply with the provisions of §5.2 (a) as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt regardless of whether Borrower has obtained an Investment Grade Rating. (d) The Borrower will cause any Subsidiary which guarantees any Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (ia) Debt Facility of the Borrower or any definition of Material Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee are not required to (A) become be a Subsidiary Guarantor pursuant to §5.2(c), then the Unencumbered Properties owned by executing such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and delivering to the Administrative Agent a joinder agreement substantially considered in the form calculation of Exhibit A Unencumbered Asset Value and Unencumbered Property Debt Yield) provided that the representations and warranties in this Agreement with respect to Unencumbered Property Subsidiaries continue to be true and correct in all material respects, and the Subsidiary Guaranty Borrower and such Unencumbered Property Subsidiaries continue to comply with the provisions and covenants applicable to Unencumbered Property Subsidiaries (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) provisions and (d) covenants shall be applicable to such Persons and shall be complied with, as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorapplicable).

Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days of such occurrence, and thereafter promptly (and in any event, within 30 days of such notification) cause such Person to (a) If, as provide an unconditional guaranty of the end Obligations of any fiscal quarter of the each Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in counterpart of the form of Exhibit A Domestic Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Material Subsidiary Guaranty as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (Bii) execute and/or deliver such other documentation of the types described under Sections 4.01(c) documents and (e) certifications as the Administrative Agent may reasonably request require to evidence that such New Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s authority jurisdiction of incorporation or organization) and qualified to enter into engage in business in each jurisdiction where its ownership, lease or operation of properties or the Subsidiary Guaranty and become conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Subsidiary Guarantor. Material Adverse Effect, (biii) If, as a supplement to Schedule 5.19 setting forth the Subsidiaries of the end Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters 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 (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, in the case of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Material Subsidiary that is organized under a Foreign Subsidiary, if, in the laws reasonable judgment of the Company, the unconditional guaranty of the Obligations of each Borrower by such Foreign Subsidiary would cause material adverse tax consequences to the Company and its Subsidiaries, such Foreign Subsidiary shall provide an unconditional guaranty only of the Obligations of such Borrowers, if any, as will not result in material adverse tax consequences to the Company and its Subsidiaries; provided, further, that, in the event of any jurisdiction other than change in, or the United States of Americaintroduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any state law or commonwealth thereof regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the District of Columbia) that are not Subsidiary GuarantorsCompany and its Subsidiaries, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent or the Required Lenders may agree to require the execution and delivery by such Foreign Subsidiary of the Domestic Subsidiary Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any of its sole discretion)Subsidiaries, then, notwithstanding the notice and timing provisions set forth herein above, the Borrower Company shall cause such additional Restricted Subsidiaries as may to be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing executed and delivering delivered to the Administrative Agent a joinder agreement substantially in Agent, the form of Exhibit A to the Domestic Subsidiary Guaranty or Subsidiary Guaranties and (B) execute and/or deliver such other documentation of related documents required by this section concurrently with the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence consummation of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorAcquisition.

Additional Subsidiary Guarantors. (a) If, as The Company will cause any Subsidiary which is required by the terms of the end of Bank Credit Agreement or any fiscal quarter Debt Agreement to become a party to, or otherwise guarantee, Debt in respect of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (Bank Credit Agreement or such longer period of time as the Administrative Agent may agree to in its sole discretion)Debt Agreement, the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (i) a joinder agreement in respect of the Subsidiary GuarantorGuaranty; STEPAN COMPANY NOTE PURCHASE AGREEMENT (ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) IfAt any time in which a Subsidiary Guaranty shall be in existence, as the holders of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may Notes agree to in its sole discretion), the Borrower shall cause discharge and release any Subsidiary Guarantor from such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation upon receipt of written notice from the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables EntityCompany, nor any Restricted Subsidiary provided that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under such Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments Bank Credit Agreement and each Debt Agreement of $50,000,000 or greater (including the Debt Facility under Company and the Revolving Credit Agreement) or Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) any Capital Markets Debt toat the time of such release and discharge, within 60 days the Company shall deliver a certificate of a Responsible Officer to the holders of the incurrence Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation release, holders of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. If any Person becomes a Wholly-Owned Subsidiary or any Subsidiary no longer qualifies as an Excluded Subsidiary (a) If, each such Subsidiary being referred to as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), then: (a) within fifty (50) 15 days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)shall agree) of such event, the Borrower shall: (i) notify the Administrative Agent in writing of the existence of such New Subsidiary; (ii) provide the Administrative Agent with any and all documentation and other information (including the U.S. taxpayer identification for such New Subsidiary if it is organized in the United States of America) 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 (b) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (i) cause such New Material Subsidiary (unless such New Subsidiary is an Excluded Subsidiary) to (A) become a Subsidiary Guarantor and Guarantee the Obligations by executing and delivering to the Administrative Agent a Subsidiary Guaranty or a joinder agreement substantially in the form of Exhibit A with respect to an existing Subsidiary Guaranty; provided that any Guarantee provided by a Foreign Obligor shall be subject to the Subsidiary Guaranty and Agreed Guarantee Principles; (Bii) execute and/or deliver such other documentation of to the types described under Sections 4.01(cAdministrative Agent (x) the items referenced in Section 4.01(a)(iii), (iv) and (evi) with respect to such New Subsidiary and (y) if requested by the Administrative Agent, favorable opinions 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 such New Subsidiary and the Loan Documents to which such New Subsidiary is a party as the Administrative Agent may reasonably request request, all in form, content and scope consistent with the documents delivered on the Closing Date pursuant to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.provisions; and (biii) Ifdeliver to the Administrative Agent such other documents, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunderinstruments, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended agreements or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time information as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent reasonably may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequest. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted terms of the Guarantee of the Obligations provided by each Foreign Obligor and all their rights and obligations associated therewith shall be subject to this subparagraph (c); in particular: (i) it is acknowledged that (A) pursuant to the Subsidiary Guaranties the Administrative Agent shall receive from each New Subsidiary that is organized under not a Domestic Subsidiary the laws benefit of any jurisdiction other than upstream guarantees where feasible and consistent with this subparagraph (c) and (B) there may be certain legal and practical difficulties in obtaining an effective Guarantee of the United States of America, any state or commonwealth thereof or Obligations from a New Subsidiary that is not a Domestic Subsidiary even if such New Subsidiary is required by the District of Columbia, shall be required terms hereof to become a Subsidiary Guarantor.; (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility general mandatory statutory limitations, financial assistance, corporate benefit, fraudulent preference, "thin capitalization" rules, capital maintenance, retention of title claims, exchange control restrictions and similar principles may limit (or prevent) the ability of a New Subsidiary that is not a Domestic Subsidiary to provide a Guarantee of the Borrower Obligations or may require that any Subsidiary Guarantor with such Guarantee be limited by an aggregate principal amount or commitments of $50,000,000 or greater (including otherwise and if so the Debt Facility under the Revolving Credit Agreement) or same shall be limited accordingly; (ii) any Capital Markets Debt toaccess to the assets of a Foreign Obligor and/or the maximum guaranteed amount under a Subsidiary Guarantee provided by a Foreign Obligor, within 60 days may be restricted or limited by guarantee limitation language agreed to reflect these principles and to the extent consistent with them, customary practice in the relevant jurisdiction; (iii) a New Subsidiary that is not a Domestic Subsidiary will not be required to provide a Guarantee of the incurrence Obligations if (or to the extent) it is not within the legal capacity of such guarantee New Subsidiary to do so, or would conflict with the fiduciary duties of its directors, or would contravene any legal prohibition, or would result in a material risk of personal or criminal liability on the part of any officer of such New Subsidiary; and (Aiv) become the granting of a Guarantee of the Obligations by a New Subsidiary Guarantor that is not a Domestic Subsidiary will not be required to the extent that it would incur any legal fees, registration fees, stamp duty, taxes and any other fees or costs directly associated with such Guarantee that are materially disproportionate to the benefit obtained by executing the Administrative Agent, the L/C Issuer and delivering the Lenders if such Guarantee were provided. 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 with respect to any New Subsidiary is not reasonably satisfactory to the Administrative Agent a joinder agreement substantially in the form of Exhibit A Agent, such New Subsidiary shall not be permitted to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Guarantor, and no Property owned by such New Subsidiary Guarantoror any of its Subsidiaries shall be an Unencumbered Pool Property.

Additional Subsidiary Guarantors. Upon delivery of the annual financial statements for the Fiscal Year ending September 30, 2014 and upon delivery of the annual financial statements for each subsequent Fiscal Year ending thereafter as required under Section 6.01(a), cause any new or existing subsidiary of the Company which is a Significant Subsidiary (aother than any Foreign Holding Company) If, as of the end of any fiscal quarter of the Borrower for such Fiscal Year and which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (Aa) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form counterpart of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) and (e) document as the Administrative Agent may reasonably request to evidence shall deem appropriate for such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty purpose, and become a Subsidiary Guarantor. (b) If, as upon the request of the end of any fiscal quarter Administrative Agent, deliver to the Administrative Agent documents of the Borrower for types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of in-house counsel to such Person (which Financials have been delivered hereundershall cover, among other things, the aggregate amount legality, validity, binding effect and enforceability of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Any Subsidiary Guarantor that is either (i) no longer a Significant Subsidiary as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) Fiscal Year or (ii) any Capital Markets Debt to, within 60 days released from its obligations as a guarantor with respect to both the Indebtedness under the Note Purchase Agreement and the Indebtedness under the Term Credit Agreement (provided that such release does not occur as a result of a prepayment of the incurrence Indebtedness under the Note Purchase Agreement and the Indebtedness under the Term Credit Agreement, unless such prepayment occurs in connection with a refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) of such guarantee the Indebtedness under the Note Purchase Agreement and the Indebtedness under the Term Credit Agreement) shall be, notwithstanding any other provision in the Subsidiary Guaranty to (A) become a the contrary, automatically released from the Subsidiary Guaranty. Upon release of any Subsidiary Guarantor by executing and delivering pursuant to the preceding clause (ii) or pursuant to the terms of the Subsidiary Guaranty, the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) shall execute and/or deliver such other documentation of as is reasonably requested by the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request Company to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrelease.

Additional Subsidiary Guarantors. (a) If, In the event that Borrower shall request that certain Real Estate of a Subsidiary of Borrower (including a Controlled Joint Venture) be included as an Unencumbered Property for purposes of calculation of the end Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of any fiscal quarter of the Borrower for which Financials have been delivered hereunder§7.22, there shall exist any Material cause each such Subsidiary that is (including a Controlled Joint Venture) not already constituting a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or and any other Subsidiary of Borrower having an ownership interest in such longer period Subsidiary of time as Borrower) to execute and deliver to Agent a Joinder Agreement, and such Subsidiary (and any such other Subsidiary having an ownership interest in such Subsidiary) shall thereby become a Subsidiary Guarantor hereunder. In addition, in the Administrative Agent may agree to in its sole discretion)event any Subsidiary of the REIT shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such New Material Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Indebtedness 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 promptly execute and deliver to Agent a Joinder Agreement), cause each such Subsidiary to (A) execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary pursuant to clause (c) of the definition thereof, Borrower shall cause such Subsidiary, within thirty (30) days (or such later date as agreed to by executing Agent) of such Subsidiary becoming a Material Subsidiary pursuant to clause (c) of the definition thereof, to execute and delivering deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents and applicable law, to be a Guarantor hereunder. Without limiting the terms of this agreement, Borrower shall cause all representations in the Loan Documents that apply to the Administrative Guarantors to be true and correct in all material respects, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor (unless such representations apply to any earlier date). Without limiting the terms of this Agreement, Borrower shall cause all covenants in the Loan Documents that apply to the Guarantors to be true and correct, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor. In connection with the delivery of any Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Each Subsidiary of Borrower (including any Controlled Joint Venture) that owns or leases Real Estate included as an Unencumbered Property (and each other Subsidiary of Borrower having an interest in such Subsidiary of Borrower) shall be organized under the laws of a State and shall have its principal place of business in a State, consistent with the requirements of §7.2. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days (or such shorter period to which Agent may agree) prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to the Agent a joinder agreement substantially in the form certificate pursuant to which an Authorized Officer of Exhibit A to the Subsidiary Guaranty and Borrower certifies (B) execute and/or deliver together with such other documentation of the types described under Sections 4.01(c) and (e) evidence as the Administrative Agent may reasonably request to evidence confirm) that either (A) the Borrower has disposed of or simultaneously with such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a release will dispose of its entire interest in such Subsidiary Guarantor. , all of the assets of such Subsidiary Guarantor shall be liquidated and transferred to Borrower or another Subsidiary Guarantor, or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be contributed to an Unconsolidated Affiliate or disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries, and the net cash proceeds from such disposition are being distributed directly or indirectly to the Borrower or any Subsidiary Guarantor in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) If, of the definition of Material Subsidiary which would require it to be a Guarantor and (ii) would not be required to be a Guarantor pursuant to clause (c) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the end of any fiscal quarter date of the Borrower for which Financials have been delivered hereunder, the aggregate amount giving of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets such request and as of the end date of the effectiveness of such quarterrequest) are true and correct with respect to such request. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in each casewriting as to whether such Subsidiary Guarantor has been fully released from its Guaranty, attributable has no further liability with respect thereto and is no longer a party to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than Guaranty. Notwithstanding the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)foregoing, the Borrower foregoing release provisions shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering not apply to the Administrative REIT or General Partner, which may only be released upon the written approval of Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation all of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorLenders. (c) Notwithstanding the foregoing no Receivables Entityterms of §5.2(a) and (b), nor from and after any Restricted date that Agent first receives written notice from Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is organized a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the laws Credit Agreement, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any jurisdiction other than time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the United States provisions of America§5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT or General Partner to be released from the Guaranty. For the avoidance of doubt, if at any state or commonwealth thereof or time during which the District Borrower has an Investment Grade Rating the provisions of Columbiaclause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Subsidiary GuarantorGuarantor by executing a Joinder Agreement and comply with the provisions of §5.2(a) as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Indebtedness regardless of whether Borrower has obtained an Investment Grade Rating. (d) The Borrower will cause any Subsidiary which guarantees any Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (ia) Debt Facility of the Borrower or any definition of Material Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee are not required to (A) become be a Subsidiary Guarantor pursuant to §5.2(c), the Unencumbered Properties owned by executing such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and delivering to the Administrative Agent a joinder agreement substantially considered in the form calculation of Exhibit A Unencumbered Asset Value and Unencumbered Property Debt Yield); provided that the representations and warranties in this Agreement with respect to Unencumbered Property Subsidiaries continue to be true and correct in all material respects, and the Subsidiary Guaranty Borrower and such Unencumbered Property Subsidiaries continue to comply with the provisions and covenants applicable to Unencumbered Property Subsidiaries (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) provisions and (d) covenants shall be applicable to such Persons and shall be complied with, as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorapplicable).

Additional Subsidiary Guarantors. (a) If, as The Company will cause any Subsidiary which is required by the terms of the end of Bank Credit Agreement or any fiscal quarter Debt Agreement to become a party to, or otherwise guarantee, Debt in respect of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (Bank Credit Agreement or such longer period of time as the Administrative Agent may agree to in its sole discretion)Debt Agreement, the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (i) a joinder agreement in respect of the Subsidiary GuarantorGuaranty; (ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) IfAt any time in which a Subsidiary Guaranty shall be in existence, as the holders of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may Notes agree to in its sole discretion), the Borrower shall cause discharge and release any Subsidiary Guarantor from such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation upon receipt of written notice from the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables EntityCompany, nor any Restricted Subsidiary provided that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility such Subsidiary STEPAN COMPANY NOTE PURCHASE AGREEMENT Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under such Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments Bank Credit Agreement and each Debt Agreement of $50,000,000 or greater (including the Debt Facility under Company and the Revolving Credit Agreement) or Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) any Capital Markets Debt toat the time of such release and discharge, within 60 days the Company shall deliver a certificate of a Responsible Officer to the holders of the incurrence Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation release, holders of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which becomes a co-obligor or guarantor in respect of Debt under the Bank Credit Agreement to become a party to the Subsidiary Guaranty Agreement and deliver to each of the holders of Notes (concurrently with becoming a co-obligor or guarantor in respect of Debt under the Bank Credit Agreement) the following items: (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering supplement to the Administrative Agent a joinder agreement substantially Subsidiary Guaranty in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.“Supplement”); (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end a certificate signed by an authorized Responsible Officer of such quarter, Subsidiary making representations and warranties to the effect of those contained in each case, attributable to all Restricted Subsidiaries Section 5 (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of Americathose contained in Sections 5.3, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors5.5, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion5.13 and 5.14), the Borrower shall cause with respect to such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to Subsidiary, the Subsidiary Guaranty Agreement and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request each Security Document to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and which it is or will become a Subsidiary Guarantor.party; and (c) Notwithstanding an opinion of counsel (who may be in-house counsel for the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required Company) addressed to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility each of the Borrower or holders of Notes satisfactory to the Required Holders, to the effect that the Supplement entered into by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty Agreement and each Security Document to which such Subsidiary is a party constitute the legal, valid and binding obligations of such Person enforceable against such Person in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The holders of Notes agree to discharge and release any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to from the Subsidiary Guaranty and (B) execute and/or deliver such other documentation Agreement, and, to the extent provided for in the Security Documents, to direct the Collateral Agent on behalf of the types described holders of Notes to discharge and release all assets of such Subsidiary Guarantor from Liens arising under Sections 4.01(cthe Security Documents, in each case upon the written request of the Company, provided that (1) such Subsidiary Guarantor shall have been released and discharged (d) as or will be released and discharged concurrently with the Administrative Agent may reasonably request to evidence release of such Subsidiary’s authority to enter into Subsidiary Guarantor under the Subsidiary Guaranty Agreement) as an obligor and become guarantor under and in respect of the Bank Credit Agreement and the Company so certifies to the holders of Notes in a certificate of a Responsible Officer of the Company, (2) at the time of such release, the Consolidated Net Debt to EBITDA Ratio shall be less than 2:00 to 1:00, (3) at the time of such release and discharge, the Company shall have delivered a certificate of a Responsible Officer of the Company to the holders of Notes evidencing compliance with the requirement of the immediately preceding clause (2) and stating that no Default or Event of Default exists or will result from such release and discharge and (4) if any fee or other form of consideration is given to any party to the Bank Credit Agreement expressly for the purpose of its release of such Subsidiary Guarantor, the holders of Notes shall receive equivalent consideration.

Additional Subsidiary Guarantors. The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company (other than Special Purpose Entities) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to SECTION 8.5, the Company or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (or any Subsidiary ceases to be a Special Purpose Entity), the Company or such Subsidiary will cause such new Subsidiary (a) Ifto execute and deliver a joinder agreement to the Subsidiary Guaranty, as of in form and substance satisfactory to the end of any fiscal quarter of the Borrower for Purchaser, pursuant to which Financials have been delivered hereunder, there shall exist any Material such Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) would become a Subsidiary Guarantor by executing Guarantor, (b) to execute and delivering deliver such collateral security agreements, instrument and other documents, including security agreements, stock pledge and control agreements and intellectual property security agreements, in form and substance satisfactory to the Administrative Agent Purchaser, under which such Subsidiary would grant a joinder agreement substantially in valid first priority security interest and lien on all of its assets, properties and rights to secure the form payment and performance of Exhibit A to all obligations of such Subsidiary under the Subsidiary Guaranty Guaranty; (c) if such Subsidiary has any Subsidiaries, to execute and deliver pledge agreements, together with (i) certificates representing all of the Capital Stock of any Person owned by such Subsidiary and (Bii) undated stock powers executed in blank, (d) to execute and/or and deliver such other documentation agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and maintain the first priority of any Lien in favor of the types described under Sections 4.01(c) Purchaser or to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Guarantors are parties, and (e) to deliver opinions of counsel to the Company or such Subsidiary as to such matters as the Administrative Agent Purchaser may reasonably request request. In addition, the Company shall grant to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become Purchaser a Subsidiary Guarantor. (b) If, as of valid first priority perfected security interest in the end Capital Stock of any fiscal quarter of Subsidiary to secure the Borrower for which Financials have been delivered hereunderObligations to Purchaser, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable subject to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorSECTION 7.17. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) IfIf at any time (x) any Person becomes a Material Domestic Subsidiary or (y) any Subsidiary becomes a guarantor or an obligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility or any Existing Note Purchase Agreement, then the Company will promptly notify the Administrative Agent thereof and, in the case of clause (x), as of the end of soon as practicable but in any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any event within thirty days after such Person becomes a Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as to which the Administrative Agent may agree to in its sole discretion) or, in the case of clause (y), the Borrower shall concurrently therewith, cause such New Material Domestic Subsidiary or Subsidiary, as the case may be, to (A) become a Subsidiary Guarantor by executing and delivering way of execution of a Subsidiary Guaranty (or a joinder to an existing Subsidiary Guaranty) and, concurrently with becoming a Subsidiary Guarantor, deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty all documents, certificates and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) opinions as may be reasonably requested by the Administrative Agent may reasonably request (including, without limitation, resolutions, Organization Documents, incumbency certificates, legal opinions and documentation and other information requested by the Administrative Agent and each Lender in order to evidence such New Material Subsidiary’s authority to enter into comply with requirements of the Subsidiary Guaranty PATRIOT Act, applicable “know your customer” and become a Subsidiary Guarantoranti-money laundering rules and regulations). (b) If, as At the election of the end Company and by written notice to the Administrative Agent, any Subsidiary Guarantor (other than any Material Domestic Subsidiary or any Subsidiary that became a Subsidiary Guarantor as a result of being a Material Domestic Subsidiary at any fiscal quarter of the Borrower for which Financials have been delivered hereundertime, the aggregate amount release of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarterwhich, in each case, attributable shall be subject to Section 8.10) may be discharged from all Restricted Subsidiaries (other than any Receivables Entity of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or any Restricted Subsidiary that is organized under the laws delivery of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as document by the Administrative Agent or any Lender, provided that if such Subsidiary Guarantor is a guarantor or obligor in respect of any Material Credit Facility or any Existing Note Purchase Agreement, then (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under each such Material Credit Facility and each such Existing Note Purchase Agreement, as the case may agree be, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or any Existing Note Purchase Agreement, any fee or other form of consideration is given to in its sole discretion)any holder of Debt under such Material Credit Facility or such Existing Note Purchase Agreement for such release, the Borrower Lenders shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to receive equivalent consideration on a ratable basis substantially concurrently therewith and (Av) become Subsidiary Guarantors by executing and delivering to the Administrative Agent shall have received a joinder agreement substantially certificate of a Responsible Officer of the Company certifying as to the matters set forth in the form foregoing clauses (i) through (iv). In the event of Exhibit A any such release, for purposes of Section 6.13, all Debt of such Subsidiary shall be deemed to the Subsidiary Guaranty and (B) execute and/or deliver have been incurred concurrently with such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrelease. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary The parties hereto acknowledge and agree that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility the Company may at its option cause any of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee its Subsidiaries to (A) become a Subsidiary Guarantor by executing complying with the requirements of this Section 6.21 with respect to such Subsidiary, (ii) notwithstanding anything in this Section 6.21 to the contrary, in no event shall any Foreign Subsidiary be required to Guarantee any portion of the Obligations which would result in an adverse tax consequence to the Company or any Foreign Subsidiary Holding Company and delivering (iii) in addition to the foregoing releases contemplated by Section 6.21(b), the Administrative Agent a joinder agreement substantially in the form of Exhibit A shall release any Subsidiary Guarantor from its obligations under any Credit Documents if such Person ceases to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become be a Subsidiary Guarantoras a result of a transaction permitted under the Credit Documents.

Additional Subsidiary Guarantors. (ai) IfIf at any time a member of the Senior Management Team of the Borrower has actual knowledge that the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the end Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any fiscal quarter time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which Financials have been delivered the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, there the Borrower shall exist cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness. For the avoidance of doubt, and without limiting any Material other provision of this Section 7.2(K), the Borrower shall cause Supplements to the Subsidiary Guaranty, and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, to be delivered by (x) each “Subsidiary Guarantor” described in clause (i) of the definition of “Subsidiary Guarantors” in the Term Loan Credit Agreement, and (y) each domestic Subsidiary (if any) that is a subsidiary guarantor under the Dutch Credit Agreement, in each case that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after as and when such guarantees and related deliveries are delivered under the date on which Financials for such quarter are required to be delivered hereunder (Term Loan Credit Agreement or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) IfDutch Credit Agreement, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorapplicable. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If, as Notify the Administrative Agent at any time that Borrower will be adding a Project to the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be included in the pool of Qualified Unencumbered Properties upon delivery of the end following to Administrative Agent: (i) Description of such Project; (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Value, (2) the value or NOI of such Project used in the calculations in such pro forma Compliance Certificate, (3) the name of the owner of all or any fiscal quarter portion of such Project (which must be a Wholly Owned Subsidiary of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after as of the date on which Financials for it is added as a Qualified Unencumbered Property), (4) the date on which such quarter are required Project shall become a Qualified Unencumbered Property (the “Addition Date”), which shall be no sooner than 10 days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exist no Events of Default under this Agreement and that the addition of such Project shall not result in any such Event of Default; and (iii) A title report respecting such Project dated not more than fifteen (15) days prior to the date such Project will be delivered hereunder added to such pool of Qualified Unencumbered Properties and, except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within one year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such longer period of time as the Administrative Agent may agree to in its sole discretion)Project is not a Covenant Loan Party, the Borrower shall shall, within 10 days after the Addition Date, (a) cause such New Material Subsidiary owner to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in counterpart of the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver or such other documentation of the types described under Sections 4.01(c) and (e) document as the Administrative Agent may reasonably request to evidence shall deem appropriate for such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. purpose, (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation documents of the types described under Sections 4.01(creferred to in clauses (iii) and (eiv) of Section 4.01(a) for such Person, together with favorable opinions of counsel to such Person (which shall cover the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and such other matters as may be reasonably required by the Administrative Agent may reasonably request Agent), in each case in form and substance similar to evidence each such Restricted Subsidiary’s authority to enter into those delivered on the Subsidiary Guaranty Closing Date and become a Subsidiary Guarantor. (c) Notwithstanding if the foregoing no Receivables EntityEquity Interests in such Person are represented by one or more certificates, nor any Restricted Subsidiary that is organized deliver to Administrative Agent such original certificates along with assignments in blank as required under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary GuarantorPledge Agreement. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (aA) IfOn and after the date hereof, as the Company will cause each of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary Company’s Subsidiaries that is not already an Excluded Subsidiary to promptly (but in any event within forty-five (45) calendar days of (x) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition or formation of a Subsidiary which is not an Excluded Subsidiary): (i) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be a Subsidiary Guarantor (eachunder this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, a “New Material Subsidiary”)including, within fifty (50) days after but not limited to, Article 12; provided that such Subsidiary Guarantor shall deliver to the date on which Financials for such quarter are required Trustee and the Collateral Agent an Opinion of Counsel to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to effect that: (A) become a such Guarantee has been duly executed and authorized by such Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty Guarantor; and (B) execute and/or deliver such other documentation Guarantee and joinders to any applicable Collateral Documents pursuant to Section 3.19(B) constitute a valid, binding and enforceable obligation of the types described under Sections 4.01(csuch Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (eregardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as the Administrative Agent may reasonably request to evidence a result of any payment by such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorunder its Guarantee. (bB) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunderIn addition, the aggregate amount of Consolidated EBITDA Company shall cause each Subsidiary Guarantor to become a party to the applicable Collateral Documents and take such actions required thereby to grant to the Collateral Agent, for the period benefit of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion)itself, the Borrower shall cause Trustee and the Holders, a perfected security interest in any Collateral held by such additional Restricted Subsidiaries as may be necessary Subsidiary Guarantor, subject to eliminate such excess to (A) become Subsidiary Guarantors Permitted Liens, including, if required by the Intercreditor Agreement, executing and delivering a joinder to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorIntercreditor Agreement. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which becomes a co-obligor or guarantor or direct or indirect keepwell provider in respect of Indebtedness under a Material Credit Facility to become a party to the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with becoming a co-obligor or guarantor in respect of Indebtedness under such Material Credit Facility) the following items: (a) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering supplement to the Administrative Agent a joinder agreement substantially Subsidiary Guaranty in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.“Supplement”); (b) Ifa certificate signed by an authorized Responsible Officer making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of Notes satisfactory to the Required Holders, to the effect that the Supplement entered into by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Notwithstanding the foregoing no Receivables Entityforegoing, nor any Restricted a non-U.S. Subsidiary that is organized an obligor under, or a guarantor of, or a direct or indirect keepwell provider of, a non-U.S. dollar denominated sub-facility of a Material Credit Facility shall not be deemed to be a co-obligor, guarantor or direct or indirect keepwell provider in respect of Indebtedness under such Material Credit Facility if such Subsidiary shall have no obligations under the laws such Material Credit Facility for the repayment of any jurisdiction Indebtedness outstanding thereunder (whether upon default by any party to such Material Credit Facility or otherwise) other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Indebtedness directly borrowed by such Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) such sub-facility or (ii) Indebtedness of any Capital Markets Debt to, within 60 days other non-U.S. Subsidiary which Subsidiary shall also satisfy the conditions of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorthis sentence.

Additional Subsidiary Guarantors. (a) If, as of the end of The Company may at any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist time cause any Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) IfGuarantee Agreement, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower and shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees is a Bank Subsidiary Obligor under or with respect to any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Bank Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders: (1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the Administrative Agent effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes; (2) a joinder secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement substantially or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and (3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions. (b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of Exhibit A consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the Subsidiary Guaranty and (B) execute and/or deliver purpose of such other documentation release, the holders of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary GuarantorNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. As and to the extent that (ai) Ifprior to the Guarantor Release, Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as of an Unencumbered Property in connection with the end request of any fiscal quarter Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower for which Financials have been delivered hereunderbecomes a borrower or a guarantor of, there shall exist or otherwise incurs a payment obligation in respect of, any Material Subsidiary that is not already Unsecured Indebtedness owing to any Person other than a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarterLoan Party, in each case, attributable to all Restricted Subsidiaries (Borrower shall cause each such Subsidiary and each other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state a Direct Owner or commonwealth Indirect Owner thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree execute and deliver to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in Joinder Agreement wherein, as approved by the form of Exhibit A to the Agent and such Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor hereunder and to execute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by executing the Agent and delivering each Lender in order for Agent or such Lender to comply with applicable “know your customer” and Anti-Money Laundering Laws with respect to such Person shall have been received and the Administrative Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Subsidiary shall be authorized, in accordance with its respective organizational documents, to be a joinder agreement substantially Subsidiary Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the form of Exhibit A Loan Documents with respect to the Subsidiary Guaranty Guarantors to be true and (B) execute and/or correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documentation of the types described under Sections 4.01(c) documents and (d) instruments as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequire.

Additional Subsidiary Guarantors. (a) If, as of Notify the end of Administrative Agent if any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Person becomes a Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) 45 days after the date on which Financials for such quarter are required to be delivered hereunder occurrence (or such longer period of time as the Administrative Agent may agree to in its sole discretionagree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Borrower shall Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such New Material Subsidiary Person to (Aa) become a Subsidiary Guarantor so long as such Person is not an Excluded Subsidiary, (i) provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a joinder agreement substantially counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purpose and (ii) if such Person is required to become or will become a Domestic Loan Party, duly execute and deliver to the Administrative Agent joinders and supplements to the Security Documents or additional agreements granting a security interest in the Collateral of such Domestic Loan Party, in each case in form of Exhibit A and substance reasonably satisfactory to the Subsidiary Guaranty Administrative Agent (including delivery of all certificates representing owned Equity Interests and other instruments), and (Bb) execute deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or deliver other certificates of Responsible Officers of such other documentation Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of the types described under Sections 4.01(ceach Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and (e) certifications as the Administrative Agent may reasonably request require to evidence that such New Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s authority jurisdiction of incorporation or organization) and qualified to enter into engage in business in each jurisdiction where its ownership, lease or operation of properties or the Subsidiary Guaranty and become conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Subsidiary Guarantor. Material Adverse Effect, (biii) If, as a supplement to Schedule 5.19 setting forth the Subsidiaries of the end Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of any fiscal quarter counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Borrower for which Financials have been delivered hereunderdocumentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. In addition to the foregoing, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable Company may from time to all Restricted Subsidiaries (other than time cause any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state not a Material Subsidiary or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required a Designated Borrower to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to providing the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and documentation required under clauses (B) execute and/or deliver such other documentation of the types described under Sections 4.01(ca) and (db) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.of this Section 6.13. If one or more Material Subsidiaries are created in connection 108 158477613_2174043865_5

Additional Subsidiary Guarantors. (a) If, as of Notify the end of Administrative Agent if any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Person becomes a Material Subsidiary that is not already a Subsidiary Guarantor (each, a “New Material Subsidiary”), within fifty (50) 45 days after the date on which Financials for such quarter are required to be delivered hereunder occurrence (or such longer period of time as the Administrative Agent may agree to in its sole discretionagree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Borrower shall Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such New Material Subsidiary Person to (Aa) become a Subsidiary Guarantor so long as such Person is not an Excluded Subsidiary, (i) provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a joinder agreement substantially counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purpose and (ii) if such Person is required to become or will become a Domestic Loan Party, duly execute and deliver to the Administrative Agent joinders and supplements to the Security Documents or additional agreements granting a security interest in the Collateral of such Domestic Loan Party, in each case in form of Exhibit A and substance reasonably satisfactory to the Subsidiary Guaranty Administrative Agent (including delivery of all certificates representing owned Equity Interests and other instruments), and (Bb) execute deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or deliver other certificates of Responsible Officers of such other documentation Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of the types described under Sections 4.01(ceach Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and (e) certifications as the Administrative Agent may reasonably request require to evidence that such New Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s authority jurisdiction of incorporation or organization) and qualified to enter into engage in business in each jurisdiction where its ownership, lease or operation of properties or the Subsidiary Guaranty and become conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Subsidiary Guarantor. Material Adverse Effect, (biii) If, as a supplement to Schedule 5.19 setting forth the Subsidiaries of the end Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of any fiscal quarter counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Borrower for which Financials have been delivered hereunderdocumentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. In addition to the foregoing, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable Company may from time to all Restricted Subsidiaries (other than time cause any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state not a Material Subsidiary or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required a Designated Borrower to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (e) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to providing the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and documentation required under clauses (B) execute and/or deliver such other documentation of the types described under Sections 4.01(ca) and (db) as of this Section 6.13. If one or more Material Subsidiaries are created in connection with, or result from the Administrative Agent may reasonably request consummation of, an Acquisition by the Company or any of its Subsidiaries, then, notwithstanding the notice and timing provisions set forth herein above, the Company shall cause such Subsidiaries to evidence provide the guaranty contemplated by this Section and execute and deliver the related documents required by this Section concurrently with the consummation of such Acquisition. Notwithstanding anything to the contrary set forth herein, in no event shall any Excluded Subsidiary that is excluded by virtue of clauses (a), (b) or (e) of the definition thereof be required to provide a guaranty of any Obligations of the Company or any Designated Borrower that is a Domestic Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) IfThe Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as of the end a borrower or an additional or co borrower or otherwise, for or in respect of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist Indebtedness under any Material Subsidiary that is not already a Subsidiary Guarantor Credit Facility to concurrently therewith: (each, a “New Material Subsidiary”), within fifty (50i) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent enter into a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty in form and substance satisfactory to the Required Holders (a “Joinder Agreement”) providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it; and (ii) deliver the following to each Purchaser and holder of a Note: (A) an executed counterpart of such Joinder Agreement; (B) execute and/or deliver a certificate signed by an authorized responsible officer of such other documentation 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 Joinder Agreement rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the types described under Sections 4.01(cexecution and delivery of such Joinder Agreement and the performance by such Subsidiary of its obligations thereunder; and (D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and (e) such Joinder Agreement as the Administrative Agent Required Holders may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrequest. (b) If, as At the election of the end Company and by written notice to each holder of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of AmericaNotes, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as Guarantor may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing discharged from all of its obligations and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to liabilities under the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of shall be automatically released from its obligations thereunder without the types described under Sections 4.01(c) and (e) as need for the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws execution or delivery of any jurisdiction other than document by the United States of Americaholders, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any provided that (i) Debt Facility of the Borrower or any if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with an aggregate principal amount or commitments the release of $50,000,000 or greater (including the Debt Facility such Subsidiary Guarantor under the Revolving its Subsidiary Guaranty) under such Material Credit Agreement) or Facility, (ii) any Capital Markets Debt at the time of, and after giving effect AZZ Inc. Note Purchase Agreement to, within 60 days such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the incurrence Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.1, 10.2 and 10.4, all Indebtedness of such guarantee Subsidiary shall be deemed to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver have been incurred concurrently with such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantorrelease.