Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at At any time, whether as from time to time, the Company may cause any one or more of its Subsidiaries to guarantee the Obligations hereunder by causing such Subsidiary (each such Subsidiary, a borrower or an additional or co-borrower or otherwise, for or in respect “Subsidiary Guarantor”) to (a) execute and deliver to the Administrative Agent a counterpart of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement a guaranty in form and substance satisfactory reasonably acceptable to the Required Holders providing for Company and the guaranty by Administrative Agent and (b) deliver to the Administrative Agent documents of the types referred to in Section 4.01(a)(3), clauses (y) and (z) of Section 4.01(a)(6) and favorable opinions of counsel to such Restricted Subsidiary, on a joint in each case, in form, content and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel scope reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestAdministrative Agent. (b) Subject Each Subsidiary Guarantor shall be automatically released from its guarantee obligations upon the earliest of (x) such Subsidiary ceasing to Sections 9.9 and 9.10, the holders be a Subsidiary of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Company as a result of a transaction permitted hereunder, (y) upon the written request payment in full of the Company, provided that all Obligations hereunder (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit that have been cash collateralized pursuant to Section 2.20(j) or pursuant to other terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent or backstopped or rolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent) and the termination of all Commitments hereunder and (z) notification from the Company to the Administrative Agent that (1) the Company desires that such Subsidiary Guarantor has been released and discharged (or will be released from its guarantee obligations and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty(2) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, has occurred and (iii) if any fee is continuing prior to such release or other form of consideration is given to any holder of Debt of the Company for the purpose would result as a result of such release. (c) The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent to, other than at the repayment of such indebtedness and amounts due in connection with such repayment, holders sole expense of the Notes shall receive equivalent consideration. The holders of the Notes agree to Company, execute and deliver such documents which are necessary (1) any guarantee contemplated by clause (a) above and (2) any documentation reasonably requested by the Company or desirable any Subsidiary Guarantor to terminate, evidence any release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyin accordance with clause (b) above.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject TheSubject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether time as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt the Indebtedness under any Material the Specified Credit Facility or any other Material Indebtedness after the date hereof to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiary Guarantors, of (1) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such the Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such the Subsidiary Guaranty rather than the CompanyCompany and the Notes and this Agreement); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such the Subsidiary Guaranty and the performance by such Restricted the Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders, a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such the Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of the Specified Credit Facility or any other Material Indebtedness, 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 Guaranty) as an obligor and guarantor under and in respect of the Material Specified Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officeror such other Material Indebtedness, as applicable, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (iii) if no amount is then due and payable under the Subsidiary Guaranty, (iv) if, solely as a result of (or in order to induce any holder of such Indebtedness to agree to) such Subsidiary Guarantor being released and discharged under the Specified Credit Facility or such other Material Indebtedness, as applicable, any fee or other form of consideration is given to any holder of Debt of Indebtedness under the Company Specified Credit Facility or such other Material Indebtedness, as applicable (or any agent therefor), for such release (which, for the purpose avoidance of doubt, shall not include any prepayment to any such releaseholders of Indebtedness under the Specified Credit Facility or such other Material Indebtedness, other than the repayment of such indebtedness and amounts due as applicable, in connection with an asset sale or other disposition or any prepayment premium or penalty or any other fee that was part of the Specified Credit Facility or such repaymentother Material Indebtedness, as applicable, prior to such release or discharge), the holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree matters set forth in clauses (i) through (iii). (c) Notwithstanding anything to execute and deliver such documents which are necessary or desirable the contrary herein, in no event shall an Excluded Subsidiary be required to terminate, release and discharge the be a Subsidiary Guarantors from their obligations under the Subsidiary GuarantyGuarantor.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (ia) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) 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 (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary providing the guaranty containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; andand Roanoke Gas Company Private Shelf Agreement (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty guarantee by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, Prepayment Settlement Amount, Breakage Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the AG Twin Brook Capital Income Fund Master Note Purchase Agreement Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (iii) no amount is then due and payable by such Subsidiary Guarantor under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable for the repayment at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility Facility, to concurrently therewith: (i) enter into an agreement in form and substance satisfactory a guaranty or a supplement to the Required Holders providing for guaranty substantially in the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, form of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 Schedule 9.7 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty or a supplement to such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing a secretary’s certificate of such Restricted Subsidiary consistent with the requirements of Section 4.3(b) (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the due authorization by all requisite action on the part of such Restricted Subsidiary of Company) with respect to the execution and delivery of such the Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderthereunder and, where, applicable, good standing of such Subsidiary in its jurisdiction of organization dated not more than 30 days prior to the date of the documents delivered pursuant to clause (ii)(A) above; and (4D) to the extent required under any Material Credit Facility in connection with such joinder as a Subsidiary Guarantor, an opinion of counsel reasonably satisfactory (which may be of in-house counsel) to the Required Holders covering effect that all agreements or instruments effecting such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestjoinder are enforceable in accordance with their terms. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder effective upon the written request satisfaction of the Company, provided that following conditions (and without the need for the execution or delivery of any other document by the holders): (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration on a pro rata basis (or other form of consideration reasonably acceptable to the Notes agree Required Holders) substantially concurrently with the release hereunder; and (v) each holder shall have received a certificate of a Responsible Officer certifying as to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.matters set forth in clauses (i) through

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Prepayment Settlement Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiary Guarantors, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision duties required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andand Waste Connections, Inc. Note Purchase Agreement (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary Guarantor containing representations and warranties on behalf of such Restricted Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 (consistent with the supplemental representations made by the Parent in the Assumption Agreement) and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyGuaranty); (3C) all documents as may be reasonably and customarily requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary Guarantor and the due authorization by all requisite action on the part of such Restricted Subsidiary Guarantor of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary Guarantor of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such customary matters relating to such Restricted Subsidiary Guarantor and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution and delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt Indebtedness, in its capacity as a holder of the Company such Indebtedness, under such Material Credit Facility for the purpose of such release, other than the repayment of all or a portion of such indebtedness and amounts due in connection with such repaymentIndebtedness, the holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith (provided that, for the avoidance of doubt, this condition shall not apply to customary and usual fees paid in connection with the termination and replacement of a Material Credit Facility and out-of-pocket expenses, including attorneys’ fees, incurred in connection 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(k), all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. (c) The holders Company shall at all times, directly or indirectly, own 100% of the Notes agree to execute and deliver such documents which are necessary or desirable to terminateequity interest of each Subsidiary Guarantor. Waste Connections, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.Inc. Note Purchase Agreement

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company Parent will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement a joinder to the Subsidiary Guaranty, in substantially the form and substance attached to the Subsidiary Guaranty or otherwise reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiary Guarantors, of (1x) the prompt payment in full when due of all amounts payable by the Company and the Parent pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company and the Parent thereunder subject to such limitations as may be provided in the Subsidiary Guaranty and (2y) the prompt, full and faithful performance, observance and discharge by the Company and the Parent 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 (a “Subsidiary GuarantyGuaranty Joinder”); and (ii) deliver the following to each of Purchaser and holder of a Note: (1A) an executed counterpart of such the Subsidiary GuarantyGuaranty Joinder; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Joinder rather than the CompanyCompany and the Parent); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Joinder and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Joinder as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge each Purchaser and release holder of Notes, any Subsidiary Guarantor from that was a party to the Subsidiary Guaranty upon at Closing or has provided a Subsidiary Guaranty Joinder under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (iii) no amount is then due and payable under any Note Document by 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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.9, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees any Subsidiary which becomes obligated for, or otherwise becomes liable at any timeguarantees, whether as a borrower or an additional or co-borrower or otherwise, for or Indebtedness in respect of the Bank Credit Agreements, to deliver to each of the holders of the Notes (concurrently with the incurrence of any Debt under any Material Credit Facility to concurrently therewithsuch obligation) the following items: (i) enter into an a duly executed guaranty agreement (the “Subsidiary Guaranty”) in scope, form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); andHolders; (ii) deliver an amendment to this Agreement, duly executed by an authorized officer of the following Company, that is satisfactory in scope, form and substance to each the Required Holders, incorporating customary events of holder of a Note: (1) an executed counterpart of such default for the Subsidiary Guarantors and the Subsidiary Guaranty; (2iii) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing the Company making representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.65.4(c) and (d), 5.6 and 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderGuaranty, as applicable; and (4iv) an opinion of counsel reasonably (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders covering such matters relating Holders, to such Restricted Subsidiary and such 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 Required Holders may reasonably requestenforcement of creditors’ rights generally and by general equitable principles. (b) Subject to Sections 9.9 and 9.10, the The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Bank Credit Facility Agreements and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: therewith execute and deliver a joinder to this Agreement as a Guarantor in the form of Schedule 9.7 hereto (ieach an “Additional Guarantor Supplement”) enter into an or such other agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); andit. (iib) To the extent reasonably requested by the Required Holders no later than 30 days following the delivery of any Additional Guarantor Supplement pursuant to subparagraph (a) above, the Company will cause the Subsidiary that is the subject of such Additional Guarantor Supplement to deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2i) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, effect as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 Section 5 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company)Agreement; (3ii) all documents as may be reasonably requested by the Required Holders to evidence evidencing the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty the Additional Guarantor Supplement and the performance by such Restricted Subsidiary of its obligations thereunderunder this Agreement; and (4iii) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary Subsidiary, the Additional Guarantor Supplement and such Subsidiary Guaranty this Agreement as the Required Holders may reasonably request. (bc) Subject to Sections 9.9 and 9.10During any period when the Company has an Investment Grade Credit Rating, at the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under this Agreement and shall be automatically released from its obligations thereunder without the Subsidiary Guaranty upon need for the written request execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Indebtedness under any Material Credit Facility, 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 Guarantythis Agreement) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (iii) no amount is then due and payable under this Agreement, (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying that the Notes agree Company has an Investment Grade Credit Rating and as to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Primary Credit Facility to concurrently therewith: (ia) enter into an agreement a joinder to the Subsidiary Guaranty in the form and substance satisfactory appended to the Required Holders providing for Subsidiary Guaranty as Exhibit A thereto executed at the guaranty by such Restricted SubsidiaryClosing, on a joint guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and several basis with all other such Restricted Subsidiaries, of a Grantor Joinder Agreement (1as defined in the Intercreditor Agreement) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”if applicable); and (iib) deliver the following to each of Purchaser and holder of a Note: (1i) an executed counterpart of such joinder to the Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.16 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company)) in the form of Exhibit B to the Subsidiary Guaranty; (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating with respect to such Restricted Subsidiary and such Subsidiary Guaranty as joinder in substantially the Required Holders may reasonably request. (b) Subject form of opinion delivered at the Closing with respect to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request and Subsidiary Guarantors that existed as of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantyClosing.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any the Material Credit Facility to concurrently therewith: (ia) enter into an agreement (substantially in the form and substance satisfactory to the Required Holders of Schedule 1(d) attached hereto) providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) 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 (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, effect as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 Section 1 of this Agreement (but with respect to such Restricted Subsidiary and such the Subsidiary Guaranty rather than the Companyattached hereto as Schedule 1(d); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bc) Subject to Sections 9.9 the requirements of Section 9.7(a), in the event that a Subsidiary Guarantor is no longer a borrower, co-obligor or guarantor or jointly liable under the Material Credit Facility, at the election of the Company and 9.10by written notice to each holder of Notes, any such 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 other document by the holders of the Notes agree to discharge and release or any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Companyother Person, provided provided, in each case, that (i) after giving effect to such Subsidiary Guarantor has been released release no Default or Event of Default shall have occurred and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officercontinuing, (ii) at the time no amount is then due and payable under such Subsidiary Guaranty, (iii) each holder of such release and discharge, the Company Notes shall deliver have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements and (iv) to the extent that any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Material Credit Facility) is paid ratably to the holders of the 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 based on the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyoutstanding principal amount thereof.

Subsidiary Guarantors. jointly and severally, absolutely, unconditionally, and irrevocably guaranty to each of the Lenders and shall be surety for: (a) The Company will cause each the full and prompt payment of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any timethe principal of and interest on the Notes when due, whether as a borrower or an additional or co-borrower at stated maturity, upon acceleration or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiaryat all times thereafter, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by sums which may now be or may hereafter become due and owing under the Company pursuant to Notes, the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Credit Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and other Loan Documents; (2b) the prompt, full and faithful performance, observance and discharge by the Company payment 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 all Enforcement Costs (a “Subsidiary Guaranty”as hereinafter defined in Paragraph 7 hereof); and (iic) deliver the following to each full, complete, and punctual observance, performance, and satisfaction of holder all of a Note: (1) an executed counterpart the obligations, duties, covenants, and agreements of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to Borrower under the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Credit Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution Loan Documents. All amounts due, debts, liabilities, and delivery of such Subsidiary Guaranty payment obligations described in subparagraphs (a) and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject of this Paragraph 1 are referred to Sections 9.9 herein as the “Facility Indebtedness.” All obligations described in subparagraph (c) of this Paragraph 1 are referred to herein as the “Obligations.” Notwithstanding the foregoing, Subsidiary Guarantors and 9.10Lenders agree that each Subsidiary Guarantor’s obligations hereunder shall not exceed the greater of: (i) the aggregate amount of all monies received, the holders of the Notes agree to discharge and release any directly or indirectly, by such Subsidiary Guarantor from Borrower after the date hereof (whether by loan, capital infusion or other means), or (ii) the respective amounts shown in the column headed “Subsidiary Guaranty upon Guarantor Maximum Liability” on the written request schedule attached hereto as Exhibit B and made a part hereof, being ninety-five percent (95%) of the Companyvalue of the Mortgage Property owned by such Subsidiary Guarantor (or, in the case, of a Subsidiary Guarantor which owns a Pledged Equity Interest in the owner of a Partnership Interest Property, ninety-five percent (95%) of the value of such Partnership Interest Property multiplied by such Subsidiary Guarantor’s percentage ownership interest in such owner) as of the date hereof using in each case either the most recent Appraisal of such Mortgage Property or Partnership Interest Property or, if there is no Appraisal of such Mortgage Property or Partnership Interest Property or if such Appraisal is more than six (6) months old, the “as-is” value of such Mortgage Property or Partnership Interest Property as of the date hereof as established by Borrower and the Administrative Agent. The maximum liability under clause (ii) of the preceding sentence for each Subsidiary Guarantor joining in this Guaranty after the date hereof shall be calculated in the same fashion but using values as of the date of such joinder instead of as of the date hereof. In the event a Subsidiary Guarantor shall make any payment or payments under this Guaranty each other Subsidiary Guarantor of the Facility Indebtedness shall contribute to such Subsidiary Guarantor an amount equal to such non-paying Subsidiary Guarantor’s pro rata share (based on their respective maximum liabilities hereunder) of such payment or payments made by such Subsidiary Guarantor, provided that (i) such Subsidiary Guarantor has been released contribution right shall be subordinate and discharged (or will be released and discharged concurrently with junior in right of payment in full of all the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies Indebtedness to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantyLenders.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness of any Obligor under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon or joinder thereto under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) 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 Amount, Modified Make-Whole Amount, Net Loss or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of Purchaser and each holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite corporate or other action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and; (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request; and (5) if on the date of the delivery of such Subsidiary Guaranty the Company is not a U.S. Entity, evidence of the acceptance by a nationally recognized registered agent of the appointment of designation as such Subsidiary Guarantors’ agent to receive, for it and on its behalf, service of process in the United States, for the period from the date of such Subsidiary Guaranty to November 15, 2029 (and the payment in full of all fees in respect thereof). (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and 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 existsshall be existing, (3) no amount is then due and payable under such Subsidiary Guaranty, (iii4) 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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (1) through (4). The holders In the event of any such release, for purposes of Section 10.7, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. Anything in this Section 9.7 to the contrary notwithstanding, a Foreign Subsidiary that guarantees or is otherwise liable as a borrower or an additional or co-borrower under a Material Credit Facility shall be deemed not to be a guarantor, borrower or an additional or co-borrower of Indebtedness existing under such Material Credit Facility for purposes of this Section 9.7 if such Subsidiary shall have no obligations under such Material Credit Facility (or any other agreement or instrument relating thereto) for the repayment of any Indebtedness of the Notes agree Company or any other Subsidiary outstanding thereunder (whether upon default by any party to execute and deliver such documents Material Credit Facility (or otherwise)) other than Indebtedness of another Foreign Subsidiary which are necessary or desirable to terminate, release and discharge Subsidiary also satisfies the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyconditions of this sentence.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (iii) no amount is then due and payable by such Subsidiary Guarantor under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than equivalent consideration (determined in the repayment case of such indebtedness and amounts due in connection with such repaymenta fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the Notes substantially concurrently therewith and (v) each holder shall receive equivalent consideration. The holders have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); andand The Toro Company Note Purchase Agreement (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request, provided, that notwithstanding anything contained in this Section 9.7(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Material Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary or one or more other Foreign Subsidiaries as co-obligors (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by one or more other Foreign Subsidiaries (a “Foreign Guarantee”) and, in each case, such incidental obligations as are customary for borrowings of the type provided under the applicable facilities. For all purposes of this Agreement, all Foreign Borrowings and Foreign Guarantees (without duplication of the amounts guaranteed) shall constitute Priority Indebtedness. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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 10.8, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.Toro Company Note Purchase Agreement

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries (other than Foreign Subsidiaries) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company Subject to Section 9.16 with respect to any Subsidiary in existence as of the Restatement Date, each Obligor will cause each of its Restricted Subsidiaries (other than an Obligor) that guarantees is a Material Subsidiary (within thirty (30) days after such formation, acquisition, or otherwise becomes liable at any timeoccurrence or, whether in each case, such longer period as the Required Holders may agree in their reasonable discretion) to deliver the following to each holder of a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewithNote: (i) enter into an executed subsidiary guarantor joinder agreement in substantially the form set out in Schedule C and otherwise in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary GuarantyGuarantor Joinder Agreement”) (which, in relation to any Spanish Guarantor, shall be raised to the status of a Spanish Public Document); and; (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to the ▇▇▇▇▇▇ and the related Instruction Letter of such Restricted Subsidiary holder, an executed supplemental signature page to attach to such ▇▇▇▇▇▇ (or, at such holder’s request, the Obligors will execute and deliver a replacement ▇▇▇▇▇▇ and Instruction Letter executed by the Company and each Guarantor (including such Subsidiary Guaranty rather than Subsidiary)), in each case notarized by a Colombian notary public, for the Companypurposes of, and in connection with, such Subsidiary’s guaranteeing (por aval) the debt evidenced thereby (unless the Required Holders agree otherwise in writing); (3iii) an executed security agreement supplement of such Subsidiary in substantially the form set out in Exhibit A to the U.S. Pledge and Security Agreement and otherwise in form and substance reasonably satisfactory to the Required Holders (a “U.S. Pledge and Security Agreement Joinder”); (iv) an executed joinder agreement of such Subsidiary to the Intercompany Subordination Agreement in substantially the form set out in Annex I to the Intercompany Subordination Agreement and otherwise in form and substance satisfactory to the Required Holders (an “Intercompany Subordination Agreement Joinder”); (v) to the extent applicable, such other agreements, instruments, approvals and other documents as may reasonably be requested by the Required Holders in order to create, perfect, establish, and maintain the status of first priority Liens in favor of the Collateral Agent, for the benefit of the Purchasers, on all or substantially all of the assets of such Subsidiary securing the obligations of the Obligors to the Purchasers under the Finance Documents, subject to such exceptions as may be agreed by the Required Holders and to Liens that are permitted pursuant to Section 10.5 (vi) to the extent applicable, evidence, in form and substance reasonably satisfactory to the Required Holders, that the Obligors have taken whatever actions (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Required Holders to vest in the Collateral Agent, for the benefit of the Purchasers, valid and subsisting Liens on, and security interests in, all such assets of such Subsidiary, enforceable against all third parties in accordance with their terms; (vii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Guarantor Joinder Agreement, U.S. Pledge and Security Agreement Joinder and any other Finance Documents to be entered into by it and the performance by such Restricted Subsidiary of its obligations hereunder and thereunder; and; (4viii) an opinion such opinions of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and Subsidiary, such Subsidiary Guaranty Guarantor Joinder Agreement, such U.S. Pledge and Security Agreement Joinder, this Agreement and the other Finance Documents to which such Subsidiary is to be a party as the Required Holders may reasonably request.; and (bix) Subject to Sections 9.9 and 9.10, the holders evidence of the Notes agree acceptance by the Process Agent of the appointment and designation provided by Section 24.7(e), as such Subsidiary’s agent to discharge receive, for it and release any Subsidiary Guarantor on its behalf, service of process, for the period from the Subsidiary Guaranty upon the written request of the Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release date of such Subsidiary Guarantor under Joinder Agreement to a date that is at least one year after the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders Maturity Date of the Notes (and the payment in a certificate full of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due all fees in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrespect thereof).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; andand The York Water Company Note Purchase Agreement (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) 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 Prepayment Premium or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty;Guaranty or a joinder thereto; Blackrock Capital Investment Corporation Note Purchase Agreement (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all customary documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderthereunder of the type described in Section 4.3(b); and (4D) an a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of immediately after giving effect to, such release and 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 existsshall be existing, and (iii) if no amount is then due and payable under such Subsidiary Guaranty, (iv) if, solely as a result of such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for such release (which, for the purpose avoidance of doubt, shall not include any prepayment to any such release, other than the repayment holders of Indebtedness under such indebtedness and amounts due Material Credit Facility in connection with an asset sale or other disposition or any prepayment premium or penalty or any other fee that was part of such repaymentMaterial Credit Facility prior to such release or discharge), the holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Subject to Section 9.10 hereof, the Company will cause each of its Restricted Subsidiaries Subsidiary (whether existing or newly acquired) that guarantees delivers a Guaranty, or otherwise becomes liable at obligated in any timemanner (including, whether without limitation, as a borrower co‑obligor with the Company) (each, a "Bank Guaranty"), to any Bank Lender with respect to any Indebtedness of the Company outstanding under the Company Credit Agreement (or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility modification, amendment, renewal or replacement thereof) (each such Subsidiary, a "Subsidiary Guarantor") to concurrently therewith: (i) enter into an agreement a guaranty agreement, in form and substance satisfactory to the Required Holders providing for the guaranty by (each, a "Subsidiary Note Guaranty"), pursuant to which such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) Subsidiary Guarantor shall guarantee the prompt payment in full when due (whether at maturity, by acceleration or otherwise) of the principal of all amounts payable of the Notes and of the interest and the Make-Whole Amount, if any, thereon and the full and prompt performance and compliance by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to with each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to its other obligations under the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Note Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on Notes, and, concurrently therewith, (except in the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided case that (i) such Subsidiary Guarantor has been released and discharged is co‑obligor with the Company under the Company Credit Agreement (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantyany modification, amendment, renewal or replacement thereof)) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies shall cause the Bank Lenders to enter into an intercreditor agreement with the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release form and discharge, the Company shall deliver a certificate of a Responsible Officer substance reasonably satisfactory to the holders of Bank Lenders and the Notes stating that no Default or Event of Default exists, and Required Holders (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty."Section 9.9

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiary Guarantors, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision duties required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary Guarantor containing representations and warranties on behalf of such Restricted Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyGuaranty); (3C) all documents as may be reasonably and customarily requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary Guarantor and the due authorization by all requisite action on the part of such Restricted Subsidiary Guarantor of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary Guarantor of its obligations thereunder; andand Waste Connections, Inc. Note Purchase Agreement (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such customary matters relating to such Restricted Subsidiary Guarantor and such Subsidiary Guaranty as the Required Holders may reasonably requestrequest and consistent with those opinions delivered pursuant to Section 4.13(b)(iv). (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution and delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt Indebtedness, in its capacity as a holder of the Company such Indebtedness, under such Material Credit Facility for the purpose of such release, other than the repayment of all or a portion of such indebtedness and amounts due in connection with such repaymentIndebtedness, the holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith (provided that, for the avoidance of doubt, this condition shall not apply to customary and usual fees paid in connection with (x) the termination and replacement of a Material Credit Facility or (y) the amendments to the 2008 NPA in connection with the Merger Transactions and, in each case, out-of-pocket expenses, including attorneys’ fees, incurred in connection 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(k), all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. (c) The holders Company shall at all times, directly or indirectly, own 100% of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the equity interest of each Subsidiary Guarantors from their obligations under the Subsidiary GuarantyGuarantor.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility or the PNC Loan Documents, to concurrently therewith: (i) enter into an agreement in form and substance satisfactory deliver to the Required Holders providing for the guaranty by such Restricted Subsidiary, on each holder of a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (Note a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2A) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyCompany or a Subsidiary Guarantor); (3B) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and; (4C) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request; and (D) if such Subsidiary is organized under the laws of a jurisdiction outside the United States, evidence of the acceptance by a process agent that is reasonably satisfactory to the Required Holders of the appointment and designation provided for by such Subsidiary Guaranty, as such Subsidiary’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to August 1, 2034 (and the payment in full of all fees in respect thereof). (b) Subject to Sections 9.9 and 9.10Section 9.7(a), the holders Company may, at its election, at any time, cause any Subsidiary which is not then a Subsidiary Guarantor to become a Subsidiary Guarantor by delivering each of the Notes agree documents and satisfying each of the other conditions specified in clauses (i) and (ii) of Section 9.7(a) with respect to discharge such Subsidiary. (c) At the election of the Company and release by written notice to each holder of Notes, any Subsidiary Guarantor (other than each of Evercore LP, Evercore Group Holdings L.P. and Evercore Partners Services East L.L.C.) may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor has is a guarantor or is otherwise liable, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any PNC Loan Document or any Material Credit Facility, then such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such PNC Loan Document or such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 PNC Loan Document or any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such PNC Loan Documents or such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company Borrower will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Borrower is a borrower or guarantor to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders Lender providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company Borrower pursuant to the Notes this Agreement and any other Loan Document (whether for principal, interest, Make-Whole Amount prepayment amount or otherwise) and this Agreement), including, without limitation, including all indemnities, fees and expenses payable by the Company Borrower hereunder and thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company Borrower of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement and any other Loan Document to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Notethe Lender: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.113.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 13.2 and 5.16 13.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company)Borrower; (3C) all documents as may be reasonably requested by the Required Holders Lender to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters Lender relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders Lender may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Borrower and by written notice to discharge and release the Lender, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 16.14 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 written request need for the execution or delivery of any other document by the CompanyLender, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes Lender shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) the Lender shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company Issuer will cause each of its Restricted Subsidiaries Subsidiary that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-co- borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility Indebtedness Agreement to concurrently therewith: (ia) enter into an agreement execute a counterpart to the Subsidiary Guaranty in form and substance satisfactory to the Required Holders providing for the guaranty by pursuant to which such Restricted SubsidiarySubsidiary will guarantee, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company Issuer thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company Issuer 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 (a “Subsidiary Guaranty”)it; and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such the Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.17 of this Agreement (but with respect to such Restricted Subsidiary and such the Subsidiary Guaranty rather than the CompanyIssuer); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such the Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company (x) may at any time cause any of its Covered Subsidiaries which is not already a Subsidiary Guarantor at such time to become a Subsidiary Guarantor by causing such Covered Subsidiary to, and (y) will cause each of its Restricted Covered DB1/ 149232408.12 Subsidiaries that guarantees or otherwise becomes liable at any timea guarantor, whether as a borrower or an additional or co-borrower or otherwise, for or obligor in respect of any Debt Indebtedness under any Material Credit Facility and which is not already a Subsidiary Guarantor at such time to concurrently therewith:, in each case of clauses (x) and (y): (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Covered Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesCovered Subsidiaries that are Subsidiary Guarantors, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Covered Subsidiary containing representations and warranties on behalf of such Restricted Covered Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.8 and 5.16 of this Agreement (but with respect to such Restricted Covered Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Covered Subsidiary and the due authorization by all requisite action on the part of such Restricted Covered Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Covered Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Covered Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or DB1/ 149232408.12 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.8, all Indebtedness of such Covered Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will Following the original issue date of the Notes, the Parent Guarantor shall cause each of its Restricted Subsidiaries that (other than the Company) if, and for so long as, such Subsidiary, directly or indirectly, guarantees or otherwise becomes liable at obligated in respect of Triggering Indebtedness, to, jointly and severally with the Parent Guarantor and any timeother Subsidiary of the Parent Guarantor that guarantees the Notes, guarantee the Company’s obligations under the Notes on a full and unconditional basis, including the due and punctual payment of principal of, and premium, if any, and interest, if any, on, the Notes, whether as a borrower or an additional or co-borrower at Stated Maturity, upon acceleration, upon redemption or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form by executing and substance satisfactory delivering a supplemental indenture to the Required Holders providing Indenture, substantially in the form set forth as Exhibit B hereto, and a Notation of Guarantee, attached as Exhibit A to the Base Indenture, that provides for the guaranty by Guarantee within thirty calendar days and to affix such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, Notation of (1) the prompt payment in full when due of all amounts payable by the Company pursuant Guarantee to the Notes (whether for principaland, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to such supplemental indenture and Notation of Guarantee, such Subsidiary shall fully and unconditionally guarantee all of the Company’s obligations under the Notes or on the terms and subject to the conditions set forth in the Indenture, including without limitation in Article V of this Agreement to be performedThird Supplemental Indenture (each such Subsidiary, observed or discharged by it (unless and until such time such Subsidiary is released from its obligations under the Indenture and its Guarantee in accordance with the terms of the Indenture, a “Subsidiary GuarantyGuarantor”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.8 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders pro rata consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2ii) 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 (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of a Note, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and discharge, the Company no Default or Event of Default shall deliver be existing, (3) no amount is then due and payable under such Subsidiary Guaranty, and (4) each holder shall have received a certificate of a Responsible Officer certifying as to the holders matters set forth in clauses (1) through (3). Anything in this Section 9.7 to the contrary notwithstanding, a Foreign Subsidiary that guarantees or is otherwise liable as a borrower or an additional or co-borrower under a Material Credit Facility shall be deemed not to be a guarantor, borrower or an additional or co-borrower of Indebtedness existing under such Material Credit Facility for purposes of this Section 9.7 if such Subsidiary shall have no obligations under such Material Credit Facility (or any other agreement or instrument relating thereto) for the Notes stating that no Default or Event repayment of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company for the purpose of or any other Subsidiary outstanding thereunder (whether upon default by any party to such release, Material Credit Facility (or otherwise)) other than Indebtedness of another Foreign Subsidiary which Subsidiary also satisfies the repayment conditions of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantythis sentence.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility or any PNC Loan Documents, to concurrently therewith: (i) enter into an agreement in form and substance satisfactory deliver to the Required Holders providing for the guaranty by such Restricted Subsidiary, on each holder of a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (Note a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2A) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyCompany or a Subsidiary Guarantor); (3B) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and; (4C) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request; and (D) if such Subsidiary is organized under the laws of a jurisdiction outside the United States, evidence of the acceptance by a process agent that is reasonably satisfactory to the Required Holders of the appointment and designation provided for by such Subsidiary Guaranty, as such Subsidiary’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to July 24, 2033 (and the payment in full of all fees in respect thereof). (b) Subject to Sections 9.9 and 9.10Section 9.7(a), the holders Company may, at its election, at any time, cause any Subsidiary which is not then a Subsidiary Guarantor to become a Subsidiary Guarantor by delivering each of the Notes agree documents and satisfying each of the other conditions specified in clauses (i) and (ii) of Section 9.7(a) with respect to discharge such Subsidiary. (c) At the election of the Company and release by written notice to each holder of Notes, any Subsidiary Guarantor (other than each of Evercore LP, Evercore Group Holdings L.P. and Evercore Partners Services East L.L.C.) may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor has is a guarantor or is otherwise liable, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any PNC Loan Document or any Material Credit Facility, then such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such PNC Loan Document or such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 PNC Loan Document or any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such PNC Loan Documents or such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary The Toro Company Note Purchase Agreement to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request, provided, that notwithstanding anything contained in this Section 9.7(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Material Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary or one or more other Foreign Subsidiaries as co-obligors (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by one or more other Foreign Subsidiaries (a “Foreign Guarantee”) and, in each case, such incidental obligations as are customary for borrowings of the type provided under the applicable facilities. For all purposes of this Agreement, all Foreign Borrowings and Foreign Guarantees (without duplication of the amounts guaranteed) shall constitute Priority Indebtedness. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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 10.9, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.Toro Company Note Purchase Agreement

Subsidiary Guarantors. (a) The Company Constituent Companies will cause each of its Restricted Subsidiaries Subsidiary that guarantees (x) owns an Unencumbered Property or (y) Guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility Facility, to the extent that such Subsidiary is not then a party to the Subsidiary Guaranty Agreement, to concurrently therewith: (i1) enter into an agreement in form and substance satisfactory execute a supplement to the Required Holders providing for Subsidiary Guaranty Agreement in the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, form of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 Exhibit A thereto (a “Subsidiary GuarantyGuaranty Supplement”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary GuarantyGuaranty Supplement; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(c), 5.25.2(c), 5.65.6(c), 5.75.7(c), 5.8, 5.9, 5.10 5.19(c) and 5.16 5.20 of this Agreement (but with respect to such Restricted Subsidiary and Subsidiary, such Subsidiary Guaranty rather than Supplement and the CompanySubsidiary Guaranty Agreement, as the case may be); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Restricted Subsidiary of its obligations thereunderunder the Subsidiary Guaranty Agreement; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Supplement and the Subsidiary Guaranty Agreement as were included in the Required Holders may reasonably requestlegal opinions delivered on the date of the Closing with respect to Subsidiary Guarantors and the Subsidiary Guaranty Agreement. (b) Subject to Sections 9.9 and 9.10, the The holders of the Notes agree to will discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement upon the written request of the either Constituent Company, ; provided that (1) either (i) the Parent Guarantor shall then have an Investment Grade Rating or (ii) such Subsidiary Guarantor has shall no longer own any Unencumbered Property, (2) such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary GuarantyGuaranty Agreement) as an obligor and a guarantor or additional or co-borrower under and in respect of the Indebtedness under each Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii3) at the time of such release and discharge, the each Constituent Company shall deliver have delivered a certificate of a Responsible Officer of such Constituent Company to the holders of the Notes stating (i) that no Default or Event of Default existshas occurred and is continuing or will result from such release and discharge and (ii) that the requirements set forth in clauses (1) and (2) above have been satisfied, and (iii4) if any fee or such Subsidiary Guarantor shall have no obligations (other form of consideration is given to any holder of Debt than Unmatured Surviving Obligations) then outstanding under the Subsidiary Guaranty Agreement. Upon satisfaction of the Company for conditions to the purpose discharge and release of such releasea Subsidiary Guarantor from the Subsidiary Guaranty Agreement, other than at the repayment request and sole cost and expense of such indebtedness and amounts due in connection with such repaymentthe Constituent Companies, the holders of the Notes shall receive equivalent consideration. The holders shall, within 10 Business Days of such request, countersign the Notes agree to execute request for release acknowledging the discharge and deliver release of such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantyGuarantor.

Subsidiary Guarantors. (a) The Company will may, at its election (but subject to (c) below), cause any Subsidiary which is not then a Subsidiary Guarantor to become a Subsidiary Guarantor upon delivery to each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect the holders of any Debt under any Material Credit Facility to concurrently therewiththe Notes the following items: (i) enter into an executed joinder agreement in form and substance satisfactory to respect of the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an the President, a Vice President or another authorized responsible officer Responsible Officer of the Company or such Restricted Subsidiary containing making representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and the Subsidiary Guaranty, as applicable; Federated Hermes, Inc. Note Purchase Agreement (iii) such documents and evidence with respect to such Subsidiary Guaranty rather than as reasonably necessary to establish the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of transactions contemplated by such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderGuaranty; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Subsidiary enforceable in accordance with its terms, all as subject to any exceptions and assumptions of the Required Holders may reasonably requesttype set forth in the opinions referenced in Section 4.4 and as are reasonable under the circumstances. (b) Subject to Sections 9.9 and 9.10(c) below, at the holders election of the Notes agree to discharge and release Company or any Subsidiary Guarantor and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty upon the written request of the Companyto which it is party, provided that (i) after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guarantor has been released Guaranty, (iii) an officer of the Company shall have confirmed each of the foregoing subparts (i) and discharged (ii) in writing and (iv) the highest consideration paid or will be released and discharged concurrently with provided (if any) to any creditor under any Principal Credit Facility for the release of such Subsidiary Guarantor from its obligations under such Principal Credit Facility is paid pro rata to each holder of Notes at substantially the same time and on substantially equivalent terms. (c) The Company agrees that so long as any Subsidiary Guaranty) as an obligor and is a borrower or guarantor under and in or with respect of the Material to any Principal Credit Facility and the Company so certifies to the holders of the Notes in such Subsidiary shall at all such times be a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantyGuarantor.

Subsidiary Guarantors. (a) The Subject to Section 8, the Company will cause each of its Restricted Subsidiaries (except for any Foreign Subsidiary or Foreign Holding Company) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under the Term Note Facility or any Material Credit Facility to concurrently therewith: (ia) enter into an agreement in form and substance satisfactory to the Required Holders Bank providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes Revolver Note (whether for principal, interest, Make-Whole Amount interest or otherwise) and this Agreement, includingand the Notes if elected by the Company or required by the holders of the Notes, without limitation, including all indemnities, fees and expenses payable by the Company thereunder thereunder, and (2ii) 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 Revolver Note or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andit; (iib) deliver the following to each of holder of a Note: the Bank (1i) an executed counterpart of such Subsidiary Guaranty; , (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.14.1, 5.24.2, 5.64.6, 5.74.7, 5.8, 5.9, 5.10 4.10 and 5.16 4.11 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); , (3iii) all documents as may be reasonably requested by the Required Holders Bank to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and , and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders Bank covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders Bank may reasonably request.; and (bc) Subject to Sections 9.9 and 9.10, at the holders election of the Notes agree Company and by notice to discharge and release the Bank, any Subsidiary Guarantor may be discharged from the its obligations under its Subsidiary Guaranty upon and be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the CompanyBank, provided that (i) if such Subsidiary Guarantor has is a guarantor or otherwise liable for or in respect of the Term Note Facility and/or any Material Credit Facility, then such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and from its liability for or in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officerall such Indebtedness, (ii) at the time of 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 from any Indebtedness described in the preceding clause (i) any fee, debt repayment or other consideration is given or paid to any holder of such Indebtedness, the Bank may elect to receive equivalent pro-rata consideration substantially concurrently therewith, and (v) the Company shall deliver simultaneously provide to the Bank a certificate of a Responsible Officer certifying as to the holders matters set forth in the preceding clauses (i) through (iv). In the event of the 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 for the purpose of such release, other than the repayment for purposes of Section 8.7, all Indebtedness of such indebtedness and amounts due in connection Subsidiary shall be deemed to have been incurred concurrently with such repaymentrelease. If the Bank makes an election pursuant to the preceding clause (iv), holders of the Notes Bank shall receive equivalent consideration. The holders of reduce the Notes agree Commitment by an amount not exceeding the consideration received by it, and the Company shall make any principal payment on the Revolver necessary to execute and deliver such documents which are necessary or desirable to terminate, release and discharge assure the Subsidiary Guarantors from their obligations under OPB does not exceed the Subsidiary Guarantyreduced Commitment.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (ia) enter into an agreement (substantially in the form and substance satisfactory to the Required Holders of Schedule 2 attached hereto) providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) 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 (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company);; ‑23‑ (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bc) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Except for any existing Indebtedness of the Company under the Secured Credit Facility and any Replacement Facilities, the Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note:: WhiteHorse Finance, Inc. Note Purchase Agreement (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19(b) of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: : (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and and (ii) deliver the following to each of holder of a Note: : (1A) an executed counterpart of such Subsidiary Guaranty; ; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request., (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.7 and Section 10.8, all Debt of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause (x) each Significant Subsidiary (unless federal or state regulatory requirements prohibit such Significant Subsidiary from becoming a Subsidiary Guarantor), 57960355 -26- concurrently with or prior to the delivery of its Restricted Subsidiaries the financial statements set forth in Section 7.1(a) or (b) under which such Subsidiary is identified pursuant to Section 7.2(c) as a Significant Subsidiary, and (y) each other Subsidiary that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.85.16, 5.9, 5.10 5.17 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under clause (x) of subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the holders; provided, that (i) such Subsidiary Guarantor is not an Unencumbered Assets Subsidiary and the Company provides each holder a certificate of a Senior Financial Officer certifying compliance with Section 10.1(e) and (f) on a pro forma basis after giving effect to such release and all other releases of Subsidiary Guarantors pursuant to this clause (b) and Section 9.7(c) since the delivery 57960355 -27- of the Companymost recent financial statements pursuant to Section 7.1(a) or (b), (ii) such Subsidiary Guarantor has ceased to be a Subsidiary pursuant to a transaction permitted pursuant to this Agreement, (iii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iv) no amount is then due and payable under such Subsidiary Guaranty, 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). (c) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under clause (y) of subparagraph (a) of this Section 9.7 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 other document by the holders, provided that (i) such Subsidiary Guarantor is not an Unencumbered Assets Subsidiary and the Company provides each holder a certificate of a Senior Financial Officer certifying compliance with Section 10.1(e) and (f) on a pro forma basis after giving effect to such release and all other releases of Subsidiary Guarantors pursuant to this clause (c) and Section 9.7(b) since the delivery of the most recent financial statements pursuant to Section 7.1(a) or (b), (ii) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (iiiii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, (iv) no amount is then due and payable under such Subsidiary Guaranty, (iiiv) 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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (vi) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (v). The holders In the event of the Notes agree any such release, for purposes of Section 10.3, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will (x) cause each of its Restricted Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timeliable, whether as a borrower or an additional or co-borrower or otherwise, otherwise for or in respect of any Debt Indebtedness under the Bank Credit Agreement or any Material Credit Facility of the Bonds or any other unsecured Indebtedness of the Company (collectively, “Parity Indebtedness”), to concurrently therewith, and (y)(A) if an Alternate Trigger Event occurs during the Covenant Relief Period, within 10 Business Days thereafter cause each Unencumbered Property Owner Subsidiary to, and (B) within 10 Business Days after the Company fails to maintain an Investment Grade Rating from any two of the Rating Agencies, cause each Unencumbered Property Owner Subsidiary to: (i1) enter into an agreement execute a Subsidiary Guaranty Agreement substantially in the form and substance satisfactory of Exhibit SGA (the “Subsidiary Guaranty Agreement”) or, if the Subsidiary Guaranty Agreement is then in effect, a supplement to the Required Holders providing for Subsidiary Guaranty Agreement in the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, form of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 Exhibit A thereto (a “Subsidiary GuarantyGuaranty Supplement”); and (ii2) deliver the following to each of holder of a Note: (1i) the executed Subsidiary Guaranty Agreement or, if applicable, an executed counterpart of such Subsidiary GuarantyGuaranty Supplement; (2ii) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(b), 5.25.2(b), 5.65.6(b), 5.7, 5.8, 5.9, 5.10 5.7(b) and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary, the Subsidiary and Guaranty Agreement and, if applicable, such Subsidiary Guaranty rather than Supplement) and in the Companyform attached hereto as Exhibit 9.9(a)(2)(ii); (3iii) all documents as may be reasonably requested a certificate signed by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery a secretary or a similar duly authorized officer of such Subsidiary which contains, as exhibits thereto, copies of (A) the unanimous written consent or authorizing resolutions of the board of directors, sole member or other governing body, as applicable, of such Subsidiary with respect to the transactions described in the Subsidiary Guaranty Agreement and, if applicable, such Subsidiary Guaranty Supplement, (B) such Subsidiary’s articles or certificate of organization (or similar constituent document) as then in effect, as evidenced by a certificate dated not less than 30 days before the date of the Subsidiary Guaranty Agreement or, if applicable, such Subsidiary Guaranty Supplement issued by the secretary of state or comparable official of such Subsidiary’s jurisdiction of organization, (C) such Subsidiary’s by-laws, operating agreement, partnership agreement or similar constituent document, as then in effect, (D) a copy of a good standing (or comparable) certificate with respect to such Subsidiary, dated not less than 30 days before the date of the Subsidiary Guaranty Agreement or, if applicable, such Subsidiary Guaranty Supplement, issued by the secretary of state or comparable official of such Subsidiary’s jurisdiction of organization and (E) an incumbency and signatures schedule of the performance by officers of such Restricted Subsidiary of its obligations thereunderGuarantor; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such the matters set forth in Section III paragraphs 2, 4, 5, 7 and 9 of Schedule 4.4(a) but relating to such Restricted Subsidiary, the Subsidiary and Guaranty Agreement and, if applicable, such Subsidiary Guaranty as the Required Holders Supplement, and which opinion may reasonably requestbe subject to assumptions, qualifications and limitations similar to those set forth in said Schedule 4.4(a). (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from that is a party to the Subsidiary Guaranty upon Agreement (including any Subsidiary Guarantor that becomes a party thereto by virtue of a Subsidiary Guaranty Supplement) shall be discharged from all of its obligations and liabilities under the written request Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Companyholders, provided that (i1) at the time of such release and discharge, the Company shall have an Investment Grade Rating from at least two of the Rating Agencies, (2) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Parity Indebtedness, 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 GuarantyGuaranty Agreement) as an obligor and guarantor under and from its Guaranty or other liability in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officersuch Parity Indebtedness, (ii3) at the time of of, and after giving effect to, such release and 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 existsshall have occurred and be continuing and, if such Subsidiary Guarantor shall have provided its Subsidiary Guaranty Agreement pursuant to Section 9.9(a)(y)(A), the Covenant Relief Period shall have been terminated in accordance with the terms of this Agreement, (4) no amount is then due and payable under the Subsidiary Guaranty Agreement, (iii5) if in connection with such Subsidiary Guarantor being released and discharged from its Guaranty or other liability in respect of such Parity Indebtedness, any fee or other form of consideration (excluding reimbursement of expenses) is given to any holder of Debt of the Company Indebtedness under any such agreement for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (6) each holder shall have received a certificate of a Responsible Officer of the Company certifying as to the matters set forth in clauses (1) through (5). (c) Notwithstanding the requirements of Section 17.1, the consent of each holder of Notes agree to execute and deliver such documents which are necessary or desirable to terminate, shall be required for any release and discharge of all or substantially all of the Subsidiary Guarantors from their obligations and liabilities under the Subsidiary GuarantyGuaranty Agreement that is not made in accordance with the preceding sentence.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory Notes shall be entitled to the Required Holders providing for benefit of the guaranty Subsidiary Guarantee of each Subsidiary Guarantor provided in Article XIII of the Open-End Indenture. Each Subsidiary Guarantor that is a signatory hereto, by such Restricted Subsidiaryexecution and delivery of this Supplemental Indenture, on agrees to become a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company Subsidiary Guarantor pursuant to the Notes Indenture and to assume all Obligations of the Subsidiary Guarantors (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2Subsidiary Guarantee as defined in the Open-End Indenture) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on Notes, in each case, in accordance with the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestterms thereof. (b) Subject to Sections 9.9 Each Subsidiary Guarantor that is a signatory hereto hereby agrees that its execution and 9.10, the holders delivery of this Supplemental Indenture shall evidence its Subsidiary Guarantee as set forth in Section 13.01 of the Open-End Indenture without the need for any further notation on the Notes agree to discharge and release the delivery and authentication of any Note by the Trustee under the Indenture shall constitute due delivery of such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. (c) Each Subsidiary Guarantor from agrees, and each Holder by accepting a Note agrees, that payment in respect of a Subsidiary Guarantee is subordinated in right of payment, to the Subsidiary Guaranty upon extent and in the written request manner provided in Article XIV of the Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with Open-End Indenture to the release prior payment in full in cash of all Senior Debt of such Subsidiary Guarantor under (whether outstanding on the Subsidiary Guaranty) as an obligor date hereof or hereafter created, incurred, assumed or guaranteed), and guarantor under and in respect that the subordination is for the benefit of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantySenior Debt.

Subsidiary Guarantors. (a) The Company Trust will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith:. (i) i. enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries of the Trust, of (1x) the prompt payment in full when due of all amounts payable by the Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company or the Trust thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company or the Trust 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 (a “Subsidiary Guaranty”); and (ii) . deliver the following to each of holder of a Note: (1) a. an executed counterpart of such Subsidiary Guaranty; (2) b. a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) c. all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) d. an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject and subordinate to Sections 9.9 and 9.10the requirements of Section 9.7(a), at the holders election of the Notes agree Trust and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders or any other Person, provided provided, in each case, that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies after giving effect to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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 existsshall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty, (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company expressly for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration and (iv) each holder of Notes shall have received a certificate of a Responsible Officer to the Notes agree foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to execute and deliver such documents which are necessary or desirable to terminate, release and discharge establish compliance with the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.foregoing requirements

Subsidiary Guarantors. (a) The Company Issuer will cause each of its Restricted Subsidiaries that (x) guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Primary Credit Facility or the 2014 Note Purchase Agreement (collectively, the “Material Credit Facility Facilities”), or (y) (i) owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness, to concurrently therewith: (i1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders (it being understood and agreed that any agreement substantially similar to the subsidiary guarantee required by the Material Credit Facilities shall be deemed satisfactory to the Required Holders) providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company Issuer thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company Issuer 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 (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) to the extent required under any Material Credit Facility, a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 Section 5 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyIssuer); (3iii) all to the extent required under any Material Credit Facility, documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) to the extent required under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10. Retail Properties of America, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.Inc. Note Purchase Agreement

Subsidiary Guarantors. (a) The Company Parent Guarantor will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company Issuer hereunder or thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company Issuer 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 (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(b), 5.25.2(b), 5.6, 5.7, 5.8, 5.9, 5.10 5.6(b) and 5.16 5.7(b) of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyParent Guarantor and this Agreement); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Parent Guarantor and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.9 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and 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 existsshall have occurred and be continuing, (3) no amount is then due and payable under such Subsidiary Guaranty, (iii4) 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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Notes agree Parent Guarantor certifying as to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (1) through (4).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries (other than Financing Subsidiaries and Foreign Subsidiaries) that (i) guarantees any Indebtedness under any Material Credit Facility for which the Company is a borrower or (ii) otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a guarantor or borrower to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon or joinder thereto under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees any Subsidiary which becomes obligated for, or otherwise becomes liable at any timeguarantees, whether as a borrower or an additional or co-borrower or otherwise, for or Indebtedness in respect of the Bank Credit Agreement, to deliver to each of the Holders of the Notes (concurrently with the incurrence of any Debt under any Material Credit Facility to concurrently therewithsuch obligation) the following items: (i) enter into an a duly executed guaranty agreement (the “Subsidiary Guaranty") in scope, form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); andHolders; (ii) deliver an amendment to this Agreement, duly executed by an authorized officer of the following Company, that is satisfactory in scope, form and substance to each the Required Holders, incorporating customary events of holder of a Note: (1) an executed counterpart of such default for the Subsidiary Guarantors and the Subsidiary Guaranty; (2iii) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing the Company making representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.65.4(c) and (d), 5.6 and 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderGuaranty, as applicable; and (4iv) an opinion of counsel reasonably (who may be in-house counsel for the Company) addressed to each of the Holders of the Notes satisfactory to the Required Holders covering such matters relating Holders, to such Restricted Subsidiary and such 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 Required Holders may reasonably requestenforcement of creditors’ rights generally and by general equitable principles. (b) Subject to Sections 9.9 and 9.10, the The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Bank Credit Facility Agreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. The Company’s obligations under this Agreement (including any obligations contained in any Supplement) and the Notes shall at all times be guaranteed by each Material Subsidiary (other than Cleveland-Cliffs International Holding Company) pursuant to the Subsidiary Guaranty executed and delivered on the Closing Date (or a joinder thereof in accordance with the requirements below following the Closing Date); provided, however, notwithstanding the foregoing, no such guaranty will be required by a Material Subsidiary if doing so could have a material adverse effect on the Company’s or the Material Subsidiary’s income tax liability. In addition, the Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and 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: (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or joinder agreement in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2b) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing the Company making representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.15.4, 5.2, 5.6, 5.6 and 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderGuaranty, as applicable; and (4c) an opinion of counsel reasonably satisfactory (who may be in-house counsel for the Company) addressed to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, each of the holders of the Notes agree to discharge and release any Subsidiary Guarantor from covering the same or similar matters as set forth in Section 4.4(b) regarding the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under and covering such other matters incident to the Subsidiary Guarantytransactions contemplated hereby as the Required Holders or its counsel may reasonably request.

Subsidiary Guarantors. (a) The Company will Following the date of this Fourth Supplemental Indenture, the Parent shall cause each of its Restricted Subsidiaries that (other than the Company, the General Partner and IH Merger Sub) if, and for so long as, such Subsidiary, directly or indirectly, guarantees or otherwise becomes liable at obligated in respect of Triggering Indebtedness, to, jointly and severally with the Parent Guarantors and any timeother Subsidiary of the Parent that guarantees the Notes, fully and unconditionally guarantee the Company’s obligations under the Notes, including the due and punctual payment of principal of and interest on the Notes, whether as a borrower or an additional or co-borrower at Stated Maturity, upon acceleration, call for redemption or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form by executing and substance satisfactory delivering a supplemental indenture to the Required Holders providing Indenture, substantially in the form set forth as Exhibit B hereto, and a Notation of Guarantee, attached as Exhibit A to the Base Indenture, that provides for the guaranty by Guarantee within thirty calendar days and to affix such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, Notation of (1) the prompt payment in full when due of all amounts payable by the Company pursuant Guarantee to the Notes (whether for principaland, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to such supplemental indenture and Notation of Guarantee, such Subsidiary shall fully and unconditionally guarantee all of the Company’s obligations under the Notes or on the terms and subject to the conditions set forth in the Indenture, including without limitation in Article V of this Agreement to be performedFourth Supplemental Indenture (each such Subsidiary, observed or discharged by it (unless and until such time such Subsidiary is released from its obligations under the Indenture and its Guarantee in accordance with the terms of the Indenture, a “Subsidiary GuarantyGuarantor”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees Guarantees or otherwise becomes liable at any time, whether as a borrower borrower, issuer or an additional or co-borrower or co-issuer or otherwise, for or in respect of any Debt Indebtedness under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the AIG Note Agreement, any Material Credit Facility Additional Note Agreement and/or any other document, instrument or agreement evidencing or governing any other Unsecured Debt, to concurrently therewith: (ia) enter into an agreement in form become a Subsidiary Guarantor by executing and substance satisfactory delivering to the Required Holders providing for the guaranty by such Restricted Subsidiary, on each holder of a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (Note a “Subsidiary Guaranty”)Joinder; and (iib) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) Note a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1Section 5.2, 5.25.4(c), 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanySubsidiary); (3c) duly execute and deliver to each holder of a Note all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty ▇▇▇▇▇▇▇ and the performance by such Restricted Subsidiary of its obligations thereunder; and (4d) deliver to each holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders and covering such matters substantially addressed in the opinion of counsel delivered pursuant to Section 4.4(a) hereof on the date of Closing but relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request▇▇▇▇▇▇▇. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility (without, for purposes of this Section 9.7, giving effect to concurrently therewithclause (b) of the definition of Material Credit Facility) to, within 60 days following such Subsidiary becoming so liable: (i) enter into an agreement (or joinder to an existing Subsidiary Guaranty if a Subsidiary Guaranty has previously been delivered hereunder) in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or joinder thereto; (2B) to the extent required under such Material Credit Facility, a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty or joinder thereto rather than the Company);; Safehold Operating Partnership LP Note Purchase Agreement (3C) to the extent required under such Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty or joinder thereto and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) to the extent required under such Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty or joinder thereto as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon (or joinder thereto) under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty (or joinder thereto) and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility (without, for purposes of this Section 9.7, giving effect to clause (b) of the definition of Material Credit Facility), 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 its Subsidiary GuarantyGuaranty or joinder thereto) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in (or such instrument no longer constitutes such a certificate of a Responsible OfficerMaterial Credit Facility), (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.10, 5.11, 5.12, 5.17, and 5.16 5.18 of this Agreement (but only with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyCompany and its Subsidiaries);; Regal Rexnord Corporation Note Purchase Agreement (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. provided, that notwithstanding anything contained in this Section 9.7(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of this Agreement and the Notes to the extent (x) such Foreign Subsidiary’s obligations under all Material Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary (a “Foreign Guarantee”) and (y) such Foreign Subsidiary does not guarantee or otherwise become liable at any time, whether as a borrower or an additional co-borrower or otherwise, for or in respect of Debt of the Company or any Domestic Subsidiary under any Material Credit Facility. For all purposes of this Agreement, all Foreign Borrowings and Foreign Guarantees of any Foreign Subsidiary shall constitute Priority Debt so long as such Foreign Subsidiary is not a Subsidiary Guarantor in respect of this Agreement and Notes. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.7 and Section 10.8, all Debt of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. In the event any Issuer Party forms a subsidiary, it shall cause such Subsidiary to do each of the following concurrently with the formation thereof (each such Subsidiary, along with each of Midla and MLGT, a “Subsidiary Guarantor”): (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement substantially in the form of Schedule 9.10 (or otherwise in form and substance satisfactory to the Required Holders Holders) (each such agreement, a “Counterpart Agreement”) US-DOCS\7728438.31 providing for the guaranty by such Restricted SubsidiarySubsidiary Guarantor, on a joint and several basis with all the other such Restricted SubsidiariesGuarantors, of (1i) 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, without limitation, including all indemnities, fees and expenses payable by the Company Issuer Parties thereunder and (2ii) 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 (a “Subsidiary Guaranty”)it; and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary GuarantyCounterpart Agreement; (2ii) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary Guarantor containing representations and warranties on behalf of such Restricted Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Guarantor rather than the CompanyIssuer Parties); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary Guarantor and the due authorization by all requisite action on the part of such Restricted Subsidiary of Guarantor, the execution and delivery of such Subsidiary Guaranty Counterpart Agreement and the performance by such Restricted Subsidiary Guarantor of its obligations thereunder; (iv) an executed joinder to the Security Agreement, the Depositary Agreement and each other applicable Security Document, in form and substance reasonably satisfactory to the Required Holders; and (4i) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Guarantor as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (ia) enter into an agreement in form and substance satisfactory to the Required Holders providing Subsidiary Guaranty Agreement, which will provide for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) 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, without limitation, all indemnities, fees and expenses 3578247962676392 -34- payable by the Company thereunder and (2ii) 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 (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of the Subsidiary Guaranty Agreement, or a supplement to the Subsidiary Guaranty Agreement, whereby such Subsidiary Guarantybecomes a party to the Subsidiary Guaranty Agreement; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement as applicable (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such the Subsidiary Guaranty Agreement (or a supplement thereto) and the performance by such Restricted Subsidiary of its obligations thereunder, including, without limitation, the types of documents set forth in Sections 4.3 and 4.12(ii), (iv) and (v); and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such the matters set forth in opinion numbers 1, 2, 3, 5, 6, 8 and 9 of Schedule 4.4 (a) but relating to such Restricted Subsidiary and such Subsidiary Guaranty as Agreement and any Security Documents executed by such Subsidiary, and which opinion may be subject to assumptions, qualifications and limitations similar to those set forth in such Schedule 4.4(a). Notwithstanding anything contained in this Agreement or the Required Holders may reasonably request. (b) Subject other Note Documents to Sections 9.9 and 9.10the contrary, at the holders election of the Notes agree Company and by written notice to discharge each holder of Notes, any Guarantor may be discharged from all of its obligations and release liabilities under its Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any Subsidiary Guarantor from other document by the Subsidiary Guaranty upon the written request of the Companyholders, provided provided, that (iI) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantyits Guaranty Agreement) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (iiII) at the time of of, and after giving effect to, such release and 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 existsshall be existing, (III) no amount is then due and payable by such Guarantor under any Note Document, (iiiIV) if in connection with such Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration (excluding reimbursement of expenses) is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith, (V) each holder shall have received a 3578247962676392 -35- certificate of a Responsible Officer certifying as to the Notes agree matters set forth in clauses (I) through (IV), and (VI) in the event of any such release, for purposes of Section 10.2, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness of any Obligor under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of a Note, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (ia) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) 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 Amount, Applicable Premium, if any, and Floating Rate Index Breakage Amount, if any, or otherwise) and this Agreement, including, without limitation, all indemnities, fees and Roanoke Gas Company Private Shelf Agreement expenses payable by the Company thereunder and (2ii) 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 (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary providing the guaranty containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. Commencing on the First Amendment Effective Date and thereafter so long as the Covenant Waiver Period is in effect, cause each Subsidiary that is a borrower of or provides a Guarantee of an issuance or incurrence (in a single transaction or series of related transactions) of third-party Debt for Borrowed Money in excess of $250,000,000 to provide, within ten Business Days, a Guarantee of all obligations arising under this Agreement and the other Loan Documents on terms substantially similar to those of the Guarantee of such third-party Debt for Borrowed Money, or at the Company’s option otherwise on customary terms reasonably acceptable to the Administrative Agent and, in connection therewith, to (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any timesuch Subsidiary to execute and deliver all such documents as the Administrative Agent may reasonably request to evidence such Guarantee, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (ib) enter into an agreement in form and substance satisfactory deliver to the Required Holders providing for Administrative Agent the guaranty by items referenced in Sections 4.01(a)(ii) and (iii) with respect to such Restricted Subsidiary, on a joint (c) promptly provide all information and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable documentation reasonably requested by the Company pursuant to the Notes (whether Administrative Agent or any Lender for principal, interest, Makepurposes of compliance with applicable “know your customer” and anti-Whole Amount or otherwise) money-laundering FIFTH AMENDED AND RESTATED CREDIT AGREEMENT rules and this Agreementregulations, including, without limitation, all indemnitiesthe PATRIOT Act, fees and expenses payable by the Beneficial Ownership Regulation and (d) deliver customary opinions of counsel to the Company thereunder (which shall cover, among other things, the legality, validity, binding effect and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary enforceability of the execution and delivery of such Subsidiary Guaranty and the performance Guarantee provided by such Restricted Subsidiary Subsidiary), all of its obligations thereunder; and (4) an opinion of counsel which shall be in form, content and scope reasonably satisfactory to the Required Holders covering such matters relating Administrative Agent. This Agreement and the other Loan Documents may be amended, modified or supplemented, without the consent of any Lender to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, extent necessary or appropriate in the holders opinion of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility Administrative Agent and the Company so certifies to effect the holders provisions of this Section 6.02(m) and reflect the Notes in a certificate existence of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their and Guarantees, in each case, so long as such amendment, modification or supplement does not impose additional obligations under on, or otherwise affect in any material respect the Subsidiary Guarantyinterests of, any Lender; provided that the Administrative Agent shall promptly give the Lenders notice of any such amendment, modification or supplement.

Subsidiary Guarantors. (a) The Each of the Parent Guarantor and the Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement join the Affiliate Guaranty by execution of a joinder or supplement to the Affiliate Guaranty (a “Joinder Agreement”) in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”)Holders; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyJoinder Agreement; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Joinder Agreement rather than the Parent Guarantor or the Company, as the case may be); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Joinder Agreement and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Joinder Agreement as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Parent Guarantor or the Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor that has provided a Joinder Agreement under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under the Subsidiary Affiliate Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the Subsidiary Gladstone Commercial Limited Partnership Note Purchase Agreement Affiliate Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (iii) no amount is then due and payable under the Affiliate 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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request.. HPS CORPORATE CAPITAL SOLUTIONS FUND NOTE PURCHASE AGREEMENT (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Each of the Parent Guarantor and the Company will cause each of its Restricted Subsidiaries Material Subsidiary and each other Subsidiary that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith:therewith (or, with respect to any Person that becomes a Material Subsidiary pursuant to clause (b) of the definition of “Material Subsidiary” and is not a guarantor or otherwise in any way liable with respect to any Material Credit Facility, within fifteen (15) Business Days thereof): (i) enter into an a joinder agreement to the Guaranty in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries and the Parent Guarantor, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Joinder to the Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Joinder to the Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Joinder to the Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Joinder to the Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Joinder to the Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) such Subsidiary is no longer a Material Subsidiary, (ii) 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 the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (iiiii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, (iv) no amount is then due and payable under the Guaranty, (iiiv) 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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (vi) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (v).

Subsidiary Guarantors. (a) The Company Parent Guarantor will cause each of its Restricted Subsidiaries that (x) during the Covenant Relief Period and/or the Covenant Threshold Adjustment Period, if any, owns in fee simple, or leases pursuant to a Ground Lease, an Unencumbered Property or (y) at any time guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance satisfactory execute a supplement to the Required Holders providing for Subsidiary Guaranty Agreement in the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, form of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 Exhibit A thereto (a “Subsidiary GuarantyGuaranty Supplement”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty;Guaranty Supplement; ​ ​ ​ (2ii) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(c), 5.25.2(c), 5.65.6(c), 5.7, 5.8, 5.9, 5.10 5.7(c) and 5.16 5.19(c) of this Agreement (but with respect to such Restricted Subsidiary and Subsidiary, such Subsidiary Guaranty rather than Supplement and the CompanySubsidiary Guaranty Agreement, as the case may be); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Restricted Subsidiary of its obligations thereunderunder the Subsidiary Guaranty Agreement; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such the matters set forth in paragraphs 2, 3, 4 and 5 of Schedule 4.4(a)(1) but relating to such Restricted Subsidiary and Subsidiary, such Subsidiary Guaranty as Supplement and the Required Holders Subsidiary Guaranty Agreement and which opinion may reasonably requestbe subject to assumptions, qualifications and limitations similar to those set forth in said Schedule 4.4(a)(1). (b) Subject to Sections 9.9 and 9.10, At the holders request of the Notes agree Parent Guarantor and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from that is a party to the Subsidiary Guaranty upon Agreement pursuant to Section 9.9(a)(y) (including any Subsidiary Guarantor that becomes a party thereto by virtue of a Subsidiary Guaranty Supplement) shall be discharged from all of its obligations and liabilities under the written request Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Companyholders, provided that (i1) 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 the release of such Subsidiary Guarantor under the Subsidiary GuarantyGuaranty Agreement) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and 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 existsshall have occurred and be continuing, (3) no amount is then due and payable under the Subsidiary Guaranty Agreement, (iii4) 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 Debt of the Company Indebtedness under such Material Credit Facility principally for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Notes agree Parent Guarantor certifying as to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (1) through (4).

Subsidiary Guarantors. (a) The Except for any existing Indebtedness of the Company under the Secured Credit Facility and any Replacement Facilities, the Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty;Guaranty or a joinder thereto; WhiteHorse Finance, Inc. Note Purchase Agreement (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19(b) of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders, a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at At any time, whether as from time to time, the Borrower may cause any one or more of its Subsidiaries to guarantee its Obligations hereunder by causing such Subsidiary (each such Subsidiary, a borrower or an additional or co-borrower or otherwise, for or in respect “Subsidiary Guarantor”) to (a) execute and deliver to the Administrative Agent a counterpart of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement a guaranty in form and substance satisfactory reasonably acceptable to the Required Holders providing for Borrower and the guaranty by Administrative Agent and (b) deliver to the Administrative Agent documents of the types referred to in Section 4.01(c), clauses (y) and (z) of Section 4.01(g) and favorable opinions of counsel to such Restricted Subsidiary, on a joint in each case, in form, content and several basis with all other such Restricted Subsidiaries, of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel scope reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestAdministrative Agent. (b) Subject Each Subsidiary Guarantor shall be automatically released from its guarantee obligations upon the earliest of (x) such Subsidiary ceasing to Sections 9.9 and 9.10, the holders be a Subsidiary of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Borrower as a result of a transaction permitted hereunder, (y) upon the written request payment in full of the Company, provided that all Obligations hereunder (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit that have been cash collateralized pursuant to Section 2.20(j) or pursuant to other terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent or backstopped or rolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent) and the termination of all Commitments hereunder and (z) notification from the Borrower to the Administrative Agent that (1) the Borrower desires that such Subsidiary Guarantor has been released and discharged (or will be released from its guarantee obligations and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty(2) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, has occurred and (iii) if any fee is continuing prior to such release or other form of consideration is given to any holder of Debt of the Company for the purpose would result as a result of such release. (c) The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent to, other than at the repayment of such indebtedness and amounts due in connection with such repayment, holders sole expense of the Notes shall receive equivalent consideration. The holders of the Notes agree to Borrower, execute and deliver such documents which are necessary (1) any guarantee contemplated by clause (a) above and (2) any documentation reasonably requested by the Borrower or desirable any Subsidiary Guarantor to terminate, evidence any release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyin accordance with clause (b) above.

Subsidiary Guarantors. (a) The Company will shall promptly cause each Additional Subsidiary Guarantor to execute and deliver a Note Guarantee substantially in the form of Exhibit 9.9 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders. (b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of Notes, cause any of its Restricted Subsidiaries that guarantees which are not otherwise Guarantors pursuant to Section 9.9(a) to enter into a Note Guarantee substantially in the form of Exhibit 9.9 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary) or otherwise becomes liable at in form and substance reasonably satisfactory to the Required Holders. (c) The delivery of a Note Guarantee by any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewithGuarantor shall be accompanied by the following: (i) enter into an Officer’s Certificate from such Guarantor confirming that (A) the representations and warranties of such Guarantor contained in such Note Guarantee are true and correct, and (B) the guarantee provided under the Note Guarantee would not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded; A/75905413.4 (ii) copies of the articles of association or certificate or articles of incorporation, bylaws, limited liability company operating agreement, partnership agreement and all other constitutive documents, of such Guarantor (as applicable), resolutions of the board of directors or other similar governing body (and, where applicable, the shareholders) of such Guarantor authorizing its execution and delivery of the Note Guarantee and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in form each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); (iii) a legal opinion, satisfactory in form, scope and substance satisfactory to the Required Holders providing for Holders, of independent legal counsel to the guaranty effect that, subject to customary qualifications and assumptions, (A) such Guarantor is duly and validly organized and existing under the laws of its jurisdiction of organization and (if applicable in such jurisdiction) is in good standing, (B) such Note Guarantee has been duly authorized, executed and delivered by such Restricted SubsidiaryGuarantor, on (C) such Note Guarantee is enforceable in accordance with its terms, and (D) in the case of a joint and several basis Guarantor organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia, the obligations of such Guarantor under such Note Guarantee rank at least pari passu with all of such Guarantor’s other unsecured and unsubordinated Indebtedness in an insolvency proceeding of such Restricted Subsidiaries, Guarantor and are not subject to any legal or contractual limitations or restrictions that are not equally applicable to all other indebtedness for borrowed money of (1) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”)such Guarantor; and (iiiv) deliver in the following to each of holder case of a Note: (1) an Guarantor organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia, evidence of the appointment of the Company as such Guarantor’s agent to receive, for it and on its behalf, service of process in the United States of America. An original executed counterpart of each such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer Note Guarantee shall be delivered to each holder of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of Notes promptly after the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestthereof. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.”

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that (x) guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material the Bank Credit Facility Agreement or (y) owns a Qualifying Unencumbered Project and incurs Recourse Indebtedness to concurrently therewith: (ia) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) 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, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) 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 (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty;; Associated Estates Realty Corporation Note Purchase Agreement (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.19 and 5.16 5.20 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each any Subsidiary which is required by the terms of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether the Bank Credit Agreement to become a party to as a borrower (except for ICE Europe Parent Limited in its capacity as a direct borrower under the Bank Credit Agreement), or an additional or co-borrower or otherwiseotherwise guarantee, for or Indebtedness in respect of any Debt under any Material such Bank Credit Facility Agreement, to concurrently therewith: (i) enter into an a subsidiary guaranty agreement which shall be in a form substantially comparable to and substance satisfactory not more restrictive than such guaranty and otherwise reasonably acceptable to the Company and the Required Holders providing for a guaranty of the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, obligations of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to under the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii) and deliver the following to each of holder the holders of a Notethe Notes (substantially concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing the Company making representations and warranties on behalf of such Restricted Subsidiary substantially to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.65.4(c), 5.6 and 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderGuaranty, as applicable; and (42) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders covering such matters relating Holders, substantially to such Restricted Subsidiary and such 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 obligation of such Person enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Required Holders may reasonably requestenforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Subject to Sections 9.9 and 9.10, the The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the any Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Bank Credit Facility Agreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries (other than Foreign Subsidiaries) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-co - borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) 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 Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and 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, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon or joinder thereto under subparagraph (a) of this Section 9.7 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 written request need for the execution or delivery of any other document by the Companyholders, provided that (i) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) 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, Modified Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2) 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 (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of Purchaser and each holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite corporate or other action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and; (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request; and (5) if on the date of the delivery of such Subsidiary Guaranty the Company is not a U.S. Entity, evidence of the acceptance by a nationally recognized registered agent of the appointment of designation as such Subsidiary Guarantors’ agent to receive, for it and on its behalf, service of process in the United States, for the period from the date of such Subsidiary Guaranty to June 25, 2028 (and the payment in full of all fees in respect thereof). (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) 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 the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and 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 existsshall be existing, (3) no amount is then due and payable under such Subsidiary Guaranty, (iii4) 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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (1) through (4). The holders In the event of any such release, for purposes of Section 10.7, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. Anything in this Section 9.7 to the contrary notwithstanding, a Foreign Subsidiary that guarantees or is otherwise liable as a borrower or an additional or co-borrower under a Material Credit Facility shall be deemed not to be a guarantor, borrower or an additional or co-borrower of Indebtedness existing under such Material Credit Facility for purposes of this Section 9.7 if such Subsidiary shall have no obligations under such Material Credit Facility (or any other agreement or instrument relating thereto) for the repayment of any Indebtedness of the Notes agree Company or any other Subsidiary outstanding thereunder (whether upon default by any party to execute and deliver such documents Material Credit Facility (or otherwise)) other than Indebtedness of another Foreign Subsidiary which are necessary or desirable to terminate, release and discharge Subsidiary also satisfies the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyconditions of this sentence.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material the Primary Credit Facility to concurrently therewith: (i) enter into an agreement (or joinder to an existing Subsidiary Guaranty if a Subsidiary Guaranty has previously been delivered hereunder) in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); andand ▇▇▇▇▇▇ REALTY, L.P. NOTE PURCHASE AGREEMENT (ii) deliver the following to each of Purchaser and each holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or joinder thereto; (2B) to the extent required under any Material the Primary Credit Facility, a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) to the extent required under any Material the Primary Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty or joinder thereto and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) to the extent required under any Materialthe Primary Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge each Purchaser and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon (or a joinder thereto) under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty (and joinder thereto, as the written request case may be) and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the CompanyPurchasers or holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material the Primary Credit Facility, then 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 (and joinder thereto, as the Subsidiary Guarantycase may be)) as an obligor and guarantor under and in respect of such Material the Material Primary Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 the Primary Credit Facility, any fee or other form of consideration is given to any holder of Debt of under such Material the Company Primary Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate▇▇▇▇▇▇ REALTY, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.L.P. NOTE PURCHASE AGREEMENT

Subsidiary Guarantors. (a) The On and after the Closing, the Company will cause each of its Restricted wholly-owned Domestic Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness of the Company under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) 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, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) 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 (a “Subsidiary Guaranty”); andand ▇▇▇▇▇▇ Engineering Group Inc. Note Purchase Agreement (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Indebtedness of the Company or any Material Credit Facility, 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 its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and 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 existsshall be existing, and (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 Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration 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). The holders In the event of the Notes agree any such release, for purposes of Section 10.7(c), all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.release. ▇▇▇▇▇▇ Engineering Group Inc. Note Purchase Agreement