Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. (a) The Issuer and the General Partner will cause each of their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their 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 Indebtedness Debt under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (i1) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii2) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each of holder of a Note: (i1) an executed counterpart of such Subsidiary Guaranty; (ii2) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 5.7, 5.8, 5.9, 5.10 and 5.19 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii3) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, 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 (iv4) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness 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) At 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 Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersCompany, provided that (1i) 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 its the Subsidiary Guaranty) as an obligor and guarantor under such and in respect of the Material Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (2ii) at the time of, and after giving effect to, 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 shall have occurred exists, and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility 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 substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer consideration. The holders of the Issuer Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the General Partner certifying as to Subsidiary Guarantors from their obligations under the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiary Guarantors, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); andand Waste Connections, Inc. Note Purchase Agreement (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary Guarantor containing representations and warranties on behalf of such Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 (consistent with the supplemental representations made by the Parent in the Assumption Agreement) and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerGuaranty); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably and customarily requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary Guarantor and the due authorization by all requisite action on the part of such Subsidiary Guarantor of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary Guarantor of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such customary matters relating to such Subsidiary Guarantor and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 and delivery of any other document by the holders, provided that (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness Indebtedness, in its capacity as a holder of such Indebtedness, under such Material Credit Facility for such release, other than the repayment of all or a portion of such Indebtedness, the holders of the Notes shall receive equivalent consideration 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 (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on 10.1(k), all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. (c) The Company shall at all times, directly or after the Execution Date and prior to the Closingindirectly, if such a failure occurs, then any own 100% of the Purchasers may elect not to purchase the Notes on the date equity interest of Closing that is specified in Section 3.each Subsidiary Guarantor. Waste Connections, Inc. Note Purchase Agreement

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Prepayment Settlement Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 the Indebtedness under any Material the Specified Credit Facility to, or any other Material Indebtedness after the date hereof to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiary Guarantors, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such the Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such the Subsidiary Guaranty rather than the Issuer Company and the General PartnerNotes and this Agreement); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such the Subsidiary Guaranty and the performance by such the Subsidiary of its obligations thereunder; and (ivD) to upon request of the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit FacilityRequired Holders, an a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such the Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall may be discharged from all of its obligations and liabilities under its the 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 (1i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of the Specified Credit Facility or any other Material Credit FacilityIndebtedness, 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 the Subsidiary Guaranty) under the Specified Credit Facility or such other Material Credit FacilityIndebtedness, as applicable, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its the Subsidiary Guaranty, (4iv) if if, solely as a result of (or in connection with order to induce any holder of such Indebtedness to agree to) such Subsidiary Guarantor being released and discharged under any the Specified Credit Facility or such other Material Credit FacilityIndebtedness, as applicable, any fee or other form of consideration is given to any holder of Indebtedness under such Material the Specified Credit Facility or such other Material Indebtedness, as applicable (or any agent therefor), for such releaserelease (which, for the avoidance of doubt, shall not include any prepayment to any such holders of Indebtedness under the Specified Credit Facility or such other Material Indebtedness, 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 other Material Indebtedness, as applicable, prior to such release or discharge), the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iii). Although it will not . (c) Notwithstanding anything to the contrary herein, in no event shall an Excluded Subsidiary be required to be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3Subsidiary Guarantor.

Subsidiary Guarantors. (a) The Issuer and the General Partner Parent will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) 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 guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiary Guarantors, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company and the Parent pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company and the Parent thereunder subject to such limitations as may be provided in the Subsidiary Guaranty and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer Company and the General Partner 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 such Person it (a “Subsidiary GuarantyGuaranty Joinder”); and (2ii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such the Subsidiary GuarantyGuaranty Joinder; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 5.16 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty Joinder rather than the Issuer Company and the General PartnerParent); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Joinder and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty Joinder as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each Purchaser and holder of Notes, any Subsidiary Guarantor that was a party to the Subsidiary Guaranty at Closing or has provided a Subsidiary Guaranty pursuant to Joinder under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its any Note Document by such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.9, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount, Prepayment Settlement Amount, Breakage Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person 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 (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) upon request of the Required Holders (at the time such Subsidiary is to the extent required be joined as a Subsidiary Guarantor or if otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any a Material Credit Facility), an 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 Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable by such Subsidiary Guarantor under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to or joinder thereto under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness of any Obligor under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each of holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary providing the guaranty containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; andand Roanoke Gas Company Private Shelf Agreement (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner will cause each of their 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 Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement a guaranty in form and substance reasonably satisfactory acceptable to the Required Holders providing for Company and the guarantee 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 Subsidiary, on a joint in each case, in form, content and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel scope reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestAdministrative Agent. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Each Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its guarantee obligations thereunder without upon the need earliest of (x) such Subsidiary ceasing to be a Subsidiary of the Company as a result of a transaction permitted hereunder, (y) upon the payment in full of 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 execution applicable Issuing Bank and the Administrative Agent or delivery backstopped or rolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent) and the termination of any other document by all Commitments hereunder and (z) notification from the holders, provided Company to the Administrative Agent that (1) if the Company desires that 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 from its guarantee obligations and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have has occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with continuing prior to such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee release or other form would result as a result of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release. (c) The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent to, at the holders sole expense of the Notes shall receive equivalent consideration substantially concurrently therewith Company, execute and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses deliver (1) through any guarantee contemplated by clause (4). Although it will not be a Default a) above and (2) any documentation reasonably requested by the Company or an Event of Default if the Issuer or the General Partner fails any Subsidiary Guarantor to comply evidence any release in accordance with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3clause (b) above.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their 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 Indebtedness Debt under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (i1) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii2) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each of holder of a Note: (i1) an executed counterpart of such Subsidiary Guaranty; (ii2) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 5.7, 5.8, 5.9, 5.10 and 5.19 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii3) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, 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 (iv4) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness 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) At 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 Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersCompany, provided that (1i) 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 its the Subsidiary Guaranty) as an obligor and guarantor under such and in respect of the Material Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (2ii) at the time of, and after giving effect to, 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 shall have occurred exists, and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility 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 substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer consideration. The holders of the Issuer Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the General Partner certifying as to Subsidiary Guarantors from their obligations under the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: therewith execute and deliver a joinder to this Agreement as a Guarantor in the form of Schedule 9.7 hereto (1each an “Additional Guarantor Supplement”) enter into an or such other agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person (a “Subsidiary Guaranty”); andit. (2b) 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 holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, effect as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 Section 5 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner)Agreement; (iiiii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence evidencing the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty the Additional Guarantor Supplement and the performance by such Subsidiary of its obligations thereunderunder this Agreement; and (iviii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary Subsidiary, the Additional Guarantor Supplement and such Subsidiary Guaranty this Agreement as the Required Holders may reasonably request. (bc) At During any period when the request Company has an Investment Grade Credit Rating, at the election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty this Agreement 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 (1i) 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 its Subsidiary Guarantythis Agreement) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its Subsidiary Guarantythis Agreement, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of certifying that the Issuer Company has an Investment Grade Credit Rating and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. jointly and severally, absolutely, unconditionally, and irrevocably guaranty to each of the Lenders and shall be surety for: (a) The Issuer the full and prompt payment of the General Partner will cause each principal of their Subsidiaries that guarantees or otherwise becomes liable at any timeand 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 Indebtedness under any Material Credit Facility toand at all times thereafter, concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) 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 Issuer pursuant to Notes, the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Credit Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and other Loan Documents; (iib) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person all Enforcement Costs (a “Subsidiary Guaranty”as hereinafter defined in Paragraph 7 hereof); and (2c) deliver the following full, complete, and punctual observance, performance, and satisfaction of all of the obligations, duties, covenants, and agreements of Borrower under the Credit Agreement and the Loan Documents. All amounts due, debts, liabilities, and payment obligations described in subparagraphs (a) and (b) of this Paragraph 1 are referred to 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 Lenders agree that each holder of a Note: Subsidiary Guarantor’s obligations hereunder shall not exceed the greater of: (i) an executed counterpart the aggregate amount of all monies received, directly or indirectly, by such Subsidiary Guaranty; Guarantor from Borrower after the date hereof (whether by loan, capital infusion or other means), or (ii) to the extent required or otherwise provided respective amounts shown in connection with the column headed “Subsidiary Guarantor Maximum Liability” on the schedule attached hereto as Exhibit B and made a part hereof, being ninety-five percent (95%) of the value of the Mortgage Property owned by such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit FacilityGuarantor (or, in the case, of a certificate signed by an authorized Responsible Officer 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 containing representations and warranties on behalf 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 to Guarantor joining in this Guaranty after the date hereof shall be calculated in the same effect, mutatis mutandis, fashion but using values as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 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 Agreement (but with respect Guaranty each other Subsidiary Guarantor of the Facility Indebtedness shall contribute to such Subsidiary and Guarantor an amount equal to such non-paying Subsidiary Guaranty rather than the Issuer and the General Partner); Guarantor’s pro rata share (iiibased on their respective maximum liabilities hereunder) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance payment or payments made by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersGuarantor, provided that (1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or contribution right shall be subordinate and junior in respect right of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with payment in full of all the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) 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 Facility Indebtedness to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3Lenders.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any the Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement (substantially in the form and substance reasonably satisfactory to the Required Holders of Schedule 1(d) attached hereto) providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each of holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, effect as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 Section 1 of this Agreement (but with respect to such Subsidiary and such the Subsidiary Guaranty rather than the Issuer and the General Partnerattached hereto as Schedule 1(d); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bc) At Subject to the request 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 Issuer and the General Partner Company and by written notice to each holder of Notes, any such Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersholders or any other Person, provided provided, in each case, that (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, to such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3ii) no amount is then due and payable under its such Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5iii) each holder of Notes shall 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 Issuer and the General Partner certifying as outstanding Notes compared to the matters set forth in clauses (1magnitude of such Material Credit Facility) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior is paid ratably to the Closing, if such a failure occurs, then any holders of the Purchasers may elect not to purchase the Notes based on the date of Closing that is specified in Section 3outstanding principal amount thereof.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their 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 Indebtedness Debt under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (i1) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii2) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each of holder of a Note: (i1) an executed counterpart of such Subsidiary Guaranty; (ii2) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 5.7, 5.8, 5.9, 5.10 and 5.19 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii3) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, 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 (iv4) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness 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) At The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersCompany, provided that (1i) 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 its the Subsidiary Guaranty) as an obligor and guarantor under such and in respect of the Material Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (2ii) at the time of, and after giving effect to, 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 shall have occurred exists, and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility 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 substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer consideration. The holders of the Issuer Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the General Partner certifying as to Subsidiary Guarantors from their obligations under the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Issuer Parent REIT and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Primary Credit Facility to, to concurrently therewith: (1a) enter into an agreement a joinder to the Subsidiary Guaranty in the form and substance reasonably satisfactory appended to the Required Holders providing for Subsidiary Guaranty as Exhibit A thereto executed at the guarantee by such SubsidiaryClosing, on a joint guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and several basis with all other such Subsidiaries, of a Grantor Joinder Agreement (ias defined in the Intercreditor Agreement) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”if applicable); and (2b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.16 and 5.19 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and Company) in the General Partner)form of Exhibit B to the Subsidiary Guaranty; (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating with respect to such Subsidiary and such Subsidiary Guaranty as joinder in substantially the Required Holders may reasonably request. (b) At form of opinion delivered at the request of Closing with respect to the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 Subsidiary Guarantors that (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders existed as of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.6, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such 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 (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness 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) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their 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 Indebtedness under any Material Credit Facility to, concurrently therewithsuch obligation) the following items: (1i) 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 guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of Holders; (iii) the prompt payment in full when due of all amounts payable by the Issuer pursuant an amendment to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnitiesduly executed by an authorized officer of the Company, fees that is satisfactory in scope, form and expenses payable by substance to the Issuer hereunder or thereunder and (ii) Required Holders, incorporating customary events of default for the prompt, full and faithful performance, observance and discharge by the Issuer Subsidiary Guarantors and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (iiiii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.65.4(c) and (d), 5.7 5.6 and 5.19 of this Agreement (but 5.7, with respect to such Subsidiary and such the Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit FacilityGuaranty, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 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) At The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersCompany, provided that (1i) 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 its the Subsidiary Guaranty) as an obligor and guarantor under such Material and in respect of the Bank Credit FacilityAgreements and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (2ii) at the time of, and after giving effect to, 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 shall have occurred exists, and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility of the Company for the purpose of such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3consideration.

Subsidiary Guarantors. (a) The Issuer Except for any existing Indebtedness of the Company under the Secured Credit Facility and any Replacement Facilities, the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note:: WhiteHorse Finance, Inc. Note Purchase Agreement (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 5.19(b) of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Trust will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1) i. enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiaries of the Trust, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder Company or the Trust thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and Company or the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2) ii. deliver the following to each of holder of a Note: (i) 1. an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 2. a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.19 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 3. all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 4. an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At Subject and subordinate to the request requirements of Section 9.7(a), at the election of the Issuer and the General Partner Trust and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersholders or any other Person, provided provided, in each case, that (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, to such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3ii) no amount is then due and payable under its such Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility of the Company expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5iv) each holder of Notes shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set foregoing effect and setting forth in clauses the information (1including reasonably detailed computations) through (4). Although it will not be a Default or an Event of Default if reasonably required to establish compliance with the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3foregoing requirements.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their Subsidiaries its subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiaries providing a guaranty, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person 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 (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; andand HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT (ivD) upon request of the Required Holders (at the time such Subsidiary is to the extent required be joined as a Subsidiary Guarantor or if otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any a Material Credit Facility), an a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility specifically for such release, equivalent consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. Upon the formation or acquisition of any new direct or indirect Subsidiaries by any Borrower (other than a Special Purpose Subsidiary), if such Subsidiary is not made a Borrower pursuant to Section 9.11, then in each instance, within 10 days after such formation or acquisition, at its expense: (a) The Issuer cause each such U.S. Subsidiary (each, a "Subsidiary Guarantor") to duly execute and deliver to the Agent a Guaranty, in form and substance satisfactory to the Agent, guaranteeing the payment in full of the Secured Obligations and the General Partner will performance of all of the Borrowers' obligations under the Loan Documents (each a "Subsidiary Guaranty"), (b) cause each of their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwisesuch U.S. Subsidiary to duly execute and deliver to the Agent, for or the benefit of the Secured Parties, mortgages, pledges, assignments and other security agreements, as specified by and in respect form and substance consistent with this Agreement and otherwise reasonably satisfactory to the Agent, securing such Subsidiary's obligations under its Subsidiary Guaranty and constituting first priority Liens on all of any Indebtedness under any Material Credit Facility tosuch Subsidiary's assets (real and personal), concurrently therewith:subject only to Permitted Liens, (1c) enter into an duly execute and deliver to the Agent, for the benefit of the Secured Parties, a stock pledge agreement and blank stock power, as specified by and in form and substance satisfactory to the Agent, securing the Secured Obligations and constituting a first priority Lien on, in the case of U.S. Subsidiaries, all of each such U.S. Subsidiary's capital stock, and in the case of foreign Subsidiaries, 65% of each such foreign Subsidiary's voting stock and 100% of such foreign Subsidiary's non-voting stock, subject only to Perm▇▇▇▇▇ ▇▇▇▇▇, (▇) ▇▇▇e, and cause each Subsidiary Guarantor to take, such action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the filing of security agreements, and the delivery of original stock certificates) as may be reasonably necessary or advisable in the opinion of the Agent to vest in the Agent, for the benefit of the Secured Parties, valid and subsisting perfected Liens on the properties purported to be subject to the mortgages, pledges, assignments and security agreements delivered pursuant to this Section 9.12, enforceable against all third parties in accordance with their terms, subject only to Permitted Liens, (e) deliver to the Agent, upon the request of the Agent in its sole discretion, a signed copy of a favorable opinion of counsel for the Borrowers or such Subsidiary Guarantor, addressed to the Agent and the other Lenders, acceptable to the Agent as to the matters contained above, as applicable, as to such guaranties, mortgages, pledges, assignments and security agreements being legal, valid and binding obligations of each party thereto enforceable in accordance with their terms, and as to such other matters as the Agent may reasonably request, and (i) deliver to the Agent, upon the request of the Agent in its sole discretion, with respect to each parcel of real property owned or held by such Subsidiary Guarantor, all items as Agent may reasonably request with respect to such real property, together with such environmental audits of such real property as the Agent reasonably requests, all in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestAgent. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their 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 Indebtedness Debt under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (i1) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii2) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each of holder of a Note: (i1) an executed counterpart of such Subsidiary Guaranty; (ii2) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 5.7, 5.8, 5.9, 5.10 and 5.19 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany);; ​ ​ ​ (iii3) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, 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 (iv4) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness 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) At 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 Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersCompany, provided that (1i) 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 its the Subsidiary Guaranty) as an obligor and guarantor under such and in respect of the Material Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (2ii) at the time of, and after giving effect to, 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 shall have occurred exists, and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility 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 substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer consideration. The holders of the Issuer Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the General Partner certifying as to Subsidiary Guarantors from their obligations under the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Debt under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.17, and 5.19 5.18 of this Agreement (but only with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer Company and the General Partnerits Subsidiaries);; Regal Rexnord Corporation Note Purchase Agreement (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness Debt under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith therewith, and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date 10.7 and prior Section 10.8, all Debt of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); andand The Toro Company Note Purchase Agreement (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially The Toro Company Note Purchase Agreement concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.8, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer 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 the General Partner (y) will cause each of their its 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 Indebtedness under any Material Credit Facility to, and which is not already a Subsidiary Guarantor at such time to concurrently therewith:, in each case of clauses (x) and (y): (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Covered Subsidiary, on a joint and several basis with all other such SubsidiariesCovered Subsidiaries that are Subsidiary Guarantors, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Covered Subsidiary containing representations and warranties on behalf of such Covered Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.8 and 5.19 5.16 of this Agreement (but with respect to such Covered Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Covered Subsidiary and the due authorization by all requisite action on the part of such Covered Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Covered Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Covered Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.8, all Indebtedness of such Covered Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement (which may be in the form of a joinder to the Initial Subsidiary Guaranty) in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a an “Additional Subsidiary Guaranty”); and (2b) deliver the following to each of holder of a Note: (i) an executed counterpart of such Additional Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Additional Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Additional Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Additional Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiaries providing a guaranty, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person 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 (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) upon request of the Required Holders (at the time such Subsidiary is to the extent required be joined as a Subsidiary Guarantor or if otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any a Material Credit Facility), an a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable by such Subsidiary Guarantor under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility specifically for such release, equivalent consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); andand The Toro Company Note Purchase Agreement (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.8, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.release. The Toro Company Note Purchase Agreement

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the AIG Note Agreement, any Material Credit Facility toAdditional Note Agreement and/or any other document, instrument or agreement evidencing or governing any other Unsecured Debt, to concurrently therewith: (1a) enter into an agreement in form become a Subsidiary Guarantor by executing and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following delivering to each holder of a Note:Note a Joinder; and (ib) an executed counterpart deliver to each holder of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a Note a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1Section 5.2, 5.25.4(c), 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerSubsidiary); (iiic) duly execute and deliver to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, each holder of a Note all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty ▇▇▇▇▇▇▇ and the performance by such Subsidiary of its obligations thereunder; and (ivd) deliver to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request▇▇▇▇▇▇▇. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness of any Obligor under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notesa Note, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

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 Issuer and the General Partner will cause each of their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or joinder agreement in respect of any Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (iib) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.15.4, 5.25.6 and 5.7, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such the Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit FacilityGuaranty, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivc) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to (who may be in-house counsel for the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bCompany) At the request of the Issuer and the General Partner and by written notice addressed to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of covering the Issuer and the General Partner certifying same or similar matters as to the matters set forth in clauses (1Section 4.4(b) through (4). Although it will not be a Default or an Event of Default if regarding the Issuer or Subsidiary Guaranty and the General Partner fails to comply with any provision of Section 9 on or after the Execution Date Subsidiary Guarantors and prior covering such other matters incident to the Closing, if such a failure occurs, then any of transactions contemplated hereby as the Purchasers Required Holders or its counsel may elect not to purchase the Notes on the date of Closing that is specified in Section 3reasonably request.

Subsidiary Guarantors. (a) The Issuer and the General Partner Trust will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith:. (1) i. enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiaries of the Trust, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder Company or the Trust thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and Company or the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2) ii. deliver the following to each of holder of a Note: (i) a. an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, b. a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.19 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, c. all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, d. an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At Subject and subordinate to the request requirements of Section 9.7(a), at the election of the Issuer and the General Partner Trust and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersholders or any other Person, provided provided, in each case, that (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, to such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3ii) no amount is then due and payable under its such Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility of the Company expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5iv) each holder of Notes shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set foregoing effect and setting forth in clauses the information (1including reasonably detailed computations) through (4). Although it will not be a Default or an Event of Default if reasonably required to establish compliance with the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.foregoing requirements

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility tounder which the Company is a borrower, issuer or otherwise obligated (excluding the guarantee provided by the Company in connection with the Opco Credit Agreement), to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and Subject to Section 9.16 with respect to any Subsidiary in existence as of the General Partner Restatement Date, each Obligor will cause each of their its 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 a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (imay agree in their reasonable discretion) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart subsidiary guarantor joinder agreement in substantially the form set out in Schedule C and otherwise in form and substance satisfactory to the Required Holders (a “Subsidiary Guarantor Joinder Agreement”) (which, in relation to any Spanish Guarantor, shall be raised to the status of such Subsidiary Guarantya Spanish Public Document); (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer the ▇▇▇▇▇▇ and the related Instruction Letter of such Subsidiary containing representations and warranties on behalf of such Subsidiary holder, an executed supplemental signature page to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect attach to such Subsidiary ▇▇▇▇▇▇ (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 Issuer purposes of, and in connection with, such Subsidiary’s guaranteeing (por aval) the General Partnerdebt evidenced thereby (unless the Required Holders agree otherwise in writing); (iii) 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 required 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 otherwise provided in connection with substantially all of the assets of such Subsidiary guaranteeing 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 otherwise becoming liable 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 respect to any Indebtedness under any Material Credit Facility, their terms; (vii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the 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 Subsidiary of its obligations hereunder and thereunder; and; (ivviii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion opinions of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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) At the request evidence of the Issuer acceptance by the Process Agent of the appointment and the General Partner designation provided by Section 24.7(e), as such Subsidiary’s agent to receive, for it and by written notice to each holder on its behalf, service of Notesprocess, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 period from the holders, provided that (1) 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 date of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (2) Joinder Agreement to a date that is at least one year after the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders Maturity Date of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth payment in clauses (1) through (4full of all fees in respect thereof). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiaries providing a guaranty, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount Prepayment Premium or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty;Guaranty or a joinder thereto; Blackrock Capital Investment Corporation Note Purchase Agreement (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all customary documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderthereunder of the type described in Section 4.3(b); and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and immediately after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with if, solely as a result of such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility specifically for such releaserelease (which, for the avoidance of doubt, shall not include any prepayment to any such holders of Indebtedness under such 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 Material Credit Facility prior to such release or discharge), the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and Subject to Section 9.10 hereof, the General Partner Company will cause each of their 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 under any modification, amendment, renewal or co-borrower replacement thereof) (each such Subsidiary, a "Subsidiary Guarantor") to concurrently enter into a guaranty agreement, in form and substance satisfactory to the Required Holders (each, a "Subsidiary Note Guaranty"), pursuant to which such Subsidiary Guarantor shall guarantee the prompt payment when due (whether at maturity, by acceleration or otherwise) of the principal of all of the Notes and of the interest and the Make-Whole Amount, for or in respect if any, thereon and the full and prompt performance and compliance by the Company with each of any Indebtedness its other obligations under any Material Credit Facility tothe Note Agreement and the Notes, and, concurrently therewith: , (1except in the case that such Subsidiary Guarantor is co‑obligor with the Company under the Company Credit Agreement (or under any modification, amendment, renewal or replacement thereof)) the Company shall cause the Bank Lenders to enter into an intercreditor agreement with the holders of the Notes in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint Bank Lenders and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence (the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to "Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.9.9

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility toor the PNC Loan Documents, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory deliver to the Required Holders providing for the guarantee by such Subsidiary, on each holder of a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (Note a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany or a Subsidiary Guarantor); (iiiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and; (ivC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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 Section 9.7(a), the 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 documents and satisfying each of the other conditions specified in clauses (i) and (ii) of Section 9.7(a) with respect to such Subsidiary. (c) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a(other than each of Evercore LP, Evercore Group Holdings L.P. and Evercore Partners Services East L.L.C.) shall 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 (1i) if such Subsidiary Guarantor is a guarantor or is otherwise liable 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 has shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such PNC Loan Document or such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) 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 Indebtedness under such PNC Loan Documents or such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.6, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries (other than the Excluded Subsidiary solely with respect to Excluded Debt) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Principal Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Issuers pursuant to the Notes (whether for principal, interest, Make-Whole Amount, Swap Breakage Amount, Prepayment Premium, LIBOR Breakage Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner Issuers of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each of holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.4, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility5.7, all documents as may be reasonably requested by the Required Holders to evidence the due organization5.8, continuing existence 5.12, 5.13 and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries (other than Financing Subsidiaries and 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 Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty;Guaranty or a joinder thereto; TriplePoint Venture Growth BDC Corp. Note Purchase Agreement (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility specifically for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility to, for which the Company is a guarantor or borrower to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to or joinder thereto under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing Subsidiary Guaranty Agreement, which will provide for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses 3578247962676392 -34- payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each holder of a Note: (i) 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; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15, 5.2, 5.6, 5.7 and 5.19 of this Agreement as applicable (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such the Subsidiary Guaranty Agreement (or a supplement thereto) and the performance by such 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 (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 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) At other Note Documents to the request contrary, at the election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall may be discharged from all of its obligations and liabilities under its 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 holders, provided provided, that (1I) 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 its Subsidiary GuarantyGuaranty Agreement) under such Material Credit Facility, (2II) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3III) no amount is then due and payable by such Guarantor under its Subsidiary Guarantyany Note Document, (4IV) if in connection with such Subsidiary 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 Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and therewith, (5V) each holder shall have received a 3578247962676392 -35- certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1I) through (4IV). Although it will not be a Default or an Event , and (VI) in the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.2, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and Without limiting the General Partner provisions of Section 9.7, the Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an a joinder to the Subsidiary Guaranty or such other agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person (a “Subsidiary Guaranty”)it; and (2b) deliver the following to each of holder of a Note: (i) an executed counterpart of such Subsidiary GuarantyGuaranty or such other agreement; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.3 and 5.19 5.4 of this Agreement (but but, if applicable, with respect to such Subsidiary and such Subsidiary Guaranty or other agreement rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty or other agreement and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty or other agreement as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any the Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement execute a Subsidiary Guaranty Supplement attached as Annex A to the Subsidiary Guaranty in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary GuarantyGuaranty Supplement”); andand MSC Industrial Direct Co., Inc. Note Purchase Agreement (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 5.16 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facilityif requested, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 9.6 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 (1i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any the Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such the Subsidiary Guarantor under its Subsidiary Guaranty) under such the Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any the Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such the Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after 10.6 and the Execution Date and prior definition of “Priority Debt”, all Indebtedness of such Subsidiary shall be deemed to the Closinghave been incurred concurrently with such release. MSC Industrial Direct Co., if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.Inc. Note Purchase Agreement

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement (substantially in the form and substance reasonably satisfactory to the Required Holders of Schedule 1(b) attached hereto) providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); andand ‑26‑ UGI Utilities, Inc. Note Purchase Agreement (2b) deliver the following to each of holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner Company fails to comply with any provision of Section 9 on or after the Execution Date date of this Agreement and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement (substantially in the form and substance reasonably satisfactory to the Required Holders of Schedule 2 attached hereto) providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany);; ‑23‑ (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bc) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing Subsidiary Guaranty Agreement, which will provide for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each holder of a Note: (i) 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; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15, 5.2, 5.6, 5.7 and 5.19 of this Agreement as applicable (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such the Subsidiary Guaranty Agreement (or a supplement thereto) and the performance by such 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 (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such the matters set forth in ___________________ of Schedule 4.4(a) but relating to such Subsidiary and such Subsidiary Guaranty as Agreement 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) At other Note Documents to the request contrary, at the election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall may be discharged from all of its obligations and liabilities under its 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 holders, provided provided, that (1I) 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 its Subsidiary GuarantyGuaranty Agreement) under such Material Credit Facility, (2II) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3III) no amount is then due and payable by such Guarantor under its Subsidiary Guarantyany Note Document, (4IV) if in connection with such Subsidiary 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 Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and therewith, (5V) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1I) through (4IV). Although it will not be a Default or an Event , and (VI) in the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.2, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Debt under any Material the Primary Credit Facility to, to concurrently therewith: (1i) 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 guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); andand ▇▇▇▇▇▇ REALTY, L.P. NOTE PURCHASE AGREEMENT (2ii) deliver the following to each Purchaser and each holder of a Note: (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material the Primary Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness 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, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty or joinder thereto and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Materialthe Primary Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each Purchaser and each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to (or a joinder thereto) under subparagraph (a) of this Section 9.9(a) shall 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty (and joinder thereto, as the 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 Purchasers or holders, provided that (1i) 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 GuarantyGuaranty (and joinder thereto, as the case may be)) under such Material the Primary Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) 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 Indebtedness Debt under such Material the Primary Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing▇▇▇▇▇▇ REALTY, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.L.P. NOTE PURCHASE AGREEMENT

Subsidiary Guarantors. (a) The Issuer and the General Partner Trust will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiaries of the Trust, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder Company or the Trust thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and Company or the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each of holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.19 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At Subject and subordinate to the request requirements of Section 9.7(a), at the election of the Issuer and the General Partner Trust and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersholders or any other Person, provided provided, in each case, that (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, to such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3ii) no amount is then due and payable under its such Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility of the Company expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5iv) each holder of Notes shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set foregoing effect and setting forth in clauses the information (1including reasonably detailed computations) through (4). Although it will not be a Default or an Event of Default if reasonably required to establish compliance with the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3foregoing requirements.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer 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 including, without limitation, all indemnities, fees and Roanoke Gas Company Private Shelf Agreement expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each of holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary providing the guaranty containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

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 Issuer cause such Subsidiary to execute and deliver all such documents as the Administrative Agent may reasonably request to evidence such Guarantee, (b) deliver to the Administrative Agent the items referenced in Sections 4.01(a)(ii) and (iii) with respect to such Subsidiary, (c) promptly provide all information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering FIFTH AMENDED AND RESTATED CREDIT AGREEMENT rules and regulations, including, without limitation, the PATRIOT Act, and the General Partner will cause each Beneficial Ownership Regulation and (d) deliver customary opinions of their Subsidiaries that guarantees or otherwise becomes liable at any timecounsel to the Company (which shall cover, whether as a borrower or an additional or co-borrower or otherwiseamong other things, for or the legality, validity, binding effect and enforceability of the Guarantee provided by such Subsidiary), all of which shall be in respect of any Indebtedness under any Material Credit Facility toform, concurrently therewith: (1) enter into an agreement in form content and substance scope reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer Administrative Agent. This Agreement and the General Partner other Loan Documents may be amended, modified or supplemented, without the consent of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) any Lender to the extent required necessary or appropriate in the opinion of the Administrative Agent and the Company to effect the provisions of this Section 6.02(m) and reflect the existence of any Subsidiary Guarantors and Guarantees, in each case, so long as such amendment, modification or supplement does not impose additional obligations on, or otherwise provided affect in connection with such Subsidiary guaranteeing or otherwise becoming liable with any material respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notesinterests of, any Subsidiary Guarantor Lender; provided that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) the Administrative Agent shall be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without promptly give the need for the execution or delivery Lenders notice of any other document by the holderssuch amendment, provided that (1) if such Subsidiary Guarantor is a guarantor modification 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3supplement.

Subsidiary Guarantors. (a) The Issuer and the General Partner will cause each of their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.,

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that (i) guarantees indebtedness for borrowed money incurred pursuant to a Material Credit Facility 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 Indebtedness indebtedness for borrowed money incurred under any a Material Credit Facility to(in each case, other than as a result of Standard Securitization Undertakings or a Permitted SBIC Guarantee) to concurrently therewith: (1A) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary GuarantyGuarantee”); and (2B) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary GuarantyGuarantee; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty Guarantee rather than the Issuer and the General PartnerCompany);; SOLAR SENIOR CAPITAL LTD. NOTE PURCHASE AGREEMENT (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Guarantee and the performance by such Subsidiary of its obligations thereunder; and; (iv) to unless waived by the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit FacilityRequired Holders, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty Guarantee as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Guarantee under subparagraph (a) of this Section 9.9(a) shall 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty Guarantee 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 (1i) 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 its Subsidiary GuarantyGuarantee) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary GuarantyGuarantee, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Parent Guarantor will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person it (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(b), 5.25.2(b), 5.6, 5.7 5.6(b) and 5.19 5.7(b) of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer Parent Guarantor and the General Partnerthis Agreement); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Parent Guarantor and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 need for the execution or delivery of any other document by the holders, provided that (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its such Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner Parent Guarantor certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Constituent Companies will cause each of their 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 Indebtedness under any Material Credit Facility toFacility, to the extent that such Subsidiary is not then a party to the Subsidiary Guaranty Agreement, to concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory execute a supplement to the Required Holders providing for Subsidiary Guaranty Agreement in the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, form of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person Exhibit A thereto (a “Subsidiary GuarantyGuaranty Supplement”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary GuarantyGuaranty Supplement; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such 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 5.7(c), 5.19(c) and 5.19 5.20 of this Agreement (but with respect to such Subsidiary and Subsidiary, such Subsidiary Guaranty rather than the Issuer Supplement and the General PartnerSubsidiary Guaranty Agreement, as the case may be); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations thereunderunder the Subsidiary Guaranty Agreement; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect delivered to any Indebtedness lender under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty Supplement and the Subsidiary Guaranty Agreement as are reasonably requested by the Required Holders may reasonably requestHolders. (b) At the request The holders of the Issuer Notes will discharge and the General Partner and by written notice to each holder of Notes, release any Subsidiary Guarantor that has provided a from the Subsidiary Guaranty pursuant to Section 9.9(a) shall be discharged from all Agreement upon the written request 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, either Constituent Company; provided that (1) if either (i) the Parent Guarantor shall then have an Investment Grade Rating or (ii) such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of shall no longer own any Material Credit FacilityUnencumbered Property, then (2) such Subsidiary Guarantor has shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its the Subsidiary GuarantyGuaranty Agreement) as a guarantor or additional or co-borrower under such and in respect of Indebtedness under each Material Credit Facility, (23) at the time of, and after giving effect to, of such release and discharge, no Default or Event of Default each Constituent Company shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received delivered a certificate of a Responsible Officer of the Issuer and the General Partner certifying as such Constituent Company to the matters holders of Notes stating (i) that no Default or Event of Default has occurred and is continuing or will result from such release and discharge and (ii) that the requirements set forth in clauses (1) through and (2) above have been satisfied, and (4)) such Subsidiary Guarantor shall have no obligations (other than Unmatured Surviving Obligations) then outstanding under the Subsidiary Guaranty Agreement. Although it will not be a Default or an Event Upon satisfaction of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior conditions to the Closingdischarge and release of a Subsidiary Guarantor from the Subsidiary Guaranty Agreement, if such a failure occurs, then any at the request and sole cost and expense of the Purchasers may elect not to purchase Constituent Companies, the holders of the Notes on shall, within 10 Business Days of such request, countersign the date request for release acknowledging the discharge and release of Closing that is specified in Section 3such Subsidiary Guarantor.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) ), this Agreement and this Agreementthe other Finance Documents, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or Notes, this Agreement and the other Finance Documents to be performed, observed or discharged by such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred be existing and the Company shall be continuingin Pro Forma Compliance, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

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 Issuer and the General Partner will cause each of their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement substantially in the form of Schedule 9.10 (or otherwise in form and substance reasonably satisfactory to the Required Holders Holders) (each such agreement, a “Counterpart Agreement”) US-DOCS\7728438.31 providing for the guarantee guaranty by such SubsidiarySubsidiary Guarantor, on a joint and several basis with all the other such SubsidiariesGuarantors, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Parties thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person (a “Subsidiary Guaranty”)it; and (2b) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary GuarantyCounterpart Agreement; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary Guarantor containing representations and warranties on behalf of such Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty Guarantor rather than the Issuer and the General PartnerParties); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary Guarantor and the due authorization by all requisite action on the part of such Subsidiary of Guarantor, the execution and delivery of such Subsidiary Guaranty Counterpart Agreement and the performance by such 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 (ivi) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty Guarantor as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility toor any PNC Loan Documents, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory deliver to the Required Holders providing for the guarantee by such Subsidiary, on each holder of a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (Note a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany or a Subsidiary Guarantor); (iiiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and; (ivC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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 Section 9.7(a), the 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 documents and satisfying each of the other conditions specified in clauses (i) and (ii) of Section 9.7(a) with respect to such Subsidiary. (c) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a(other than each of Evercore LP, Evercore Group Holdings L.P. and Evercore Partners Services East L.L.C.) shall 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 (1i) if such Subsidiary Guarantor is a guarantor or is otherwise liable 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 has shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such PNC Loan Document or such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) 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 Indebtedness under such PNC Loan Documents or such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.6, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such 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 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.9, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.release. The Toro Company Note Purchase Agreement

Subsidiary Guarantors. (a) The Issuer and the General Partner Trust will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1) i. enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiaries of the Trust, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder Company or the Trust thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and Company or the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2) ii. deliver the following to each of holder of a Note: (i) a. an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, b. a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.19 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, c. all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, d. an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At Subject and subordinate to the request requirements of Section 9.7(a), at the election of the Issuer and the General Partner Trust and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersholders or any other Person, provided that provided, in each case, that (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, to such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3ii) no amount is then due and payable under its such Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility of the Company expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5iv) each holder of Notes shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set foregoing effect and setting forth in clauses the information (1including reasonably detailed computations) through (4). Although it will not be a Default or an Event of Default if reasonably required to establish compliance with the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3foregoing requirements.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, any Material Credit Facility toAdditional Note Agreement and/or any other document, instrument or agreement evidencing or governing any other Unsecured Debt, to concurrently therewith: (1a) enter into an agreement in form become a Subsidiary Guarantor by executing and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following delivering to each holder of a Note:Note a Joinder; and (ib) an executed counterpart deliver to each holder of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a Note a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1Section 5.2, 5.25.4(c), 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerSubsidiary); (iiic) duly execute and deliver to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, each holder of a Note all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty ▇▇▇▇▇▇▇ and the performance by such Subsidiary of its obligations thereunder; and (ivd) deliver to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 Series N Closing Day, but relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request▇▇▇▇▇▇▇. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Prepayment Settlement Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); andand CĪON Investment Corporation Note Purchase Agreement (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. Notify the Paying Agent at the time that any Subsidiary of the Borrower becomes a guarantor of any senior unsecured Debt of the Borrower in an outstanding principal amount in excess of $50,000,000, and promptly thereafter (and in any event within 30 days), cause such Subsidiary to (a) The Issuer become a guarantor of the Borrower’s obligations under the Loan Documents by executing and delivering to the General Partner will cause each Paying Agent a counterpart of their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement guaranty in form and substance as the Paying Agent shall deem appropriate for such purpose, and (b) deliver to the Paying Agent documents of the types referred to in clauses (ii) and (iii) of Section 3.01(d) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Required Holders providing for Paying Agent. Each Subsidiary that becomes a guarantor of the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) Borrower’s obligations under the prompt payment in full when due of all amounts payable by the Issuer Loan Documents pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwisethis Section 5.01(i) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its guarantee obligations thereunder without upon either (x) such Subsidiary ceasing to be a Subsidiary of the need for Borrower as a result of a transaction permitted hereunder or (y) such subsidiary ceasing to guarantee senior unsecured Debt of the execution or delivery Borrower (other than Debt constituting obligations under the Loan Documents) in an outstanding principal amount in excess of $50,000,000. The Lenders and the Issuing Banks irrevocably authorize the Paying Agent to, at the sole expense of the Borrower, execute and deliver any other document documentation reasonably requested by the holders, provided that (1) if such Borrower or any Subsidiary Guarantor is a guarantor or is otherwise liable for or to evidence any release in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently accordance with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3immediately preceding sentence.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material the Bank Credit Facility to, Agreement or the Existing Private Placement or (y) owns a Qualifying Unencumbered Project and incurs Recourse Indebtedness to concurrently therewith: (1a) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each of holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.19 and 5.19 5.20 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany);; Associated Estates Realty Corporation Note Purchase Agreement (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.8, 5.9, 5.10, 5.11, 5.16, 5.17 and 5.19 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their Subsidiaries its subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, for which the Company is a borrower or guarantor to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiarysubsidiary, on a joint and several basis with all other such Subsidiariessubsidiaries providing a guaranty, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person 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 (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) upon request of the Required Holders (at the time such Subsidiary is to the extent required be joined as a Subsidiary Guarantor or if otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any a Material Credit Facility), an a customary opinion of counsel reasonably satisfactory to the BUSINESS.33079804.1 Fidelity Private Credit Fund Note Purchase Agreement Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility specifically for such release, the holders of the Notes shall receive equivalent consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Trust will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1a) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such SubsidiariesSubsidiaries of the Trust, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder Company or the Trust thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and Company or the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each of holder of a Note: (i) i. an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, . a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.19 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, . all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, . an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bc) At Subject and subordinate to the request requirements of Section 9.7(a), at the election of the Issuer and the General Partner Trust and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersholders or any other Person, provided provided, in each case, that (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, to such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3ii) no amount is then due and payable under its such Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility of the Company expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith consideration, and (5iv) each holder of Notes shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set foregoing effect and setting forth in clauses the information (1including reasonably detailed computations) through (4). Although it will not be a Default or an Event of Default if reasonably required to establish compliance with the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3foregoing requirements.

Subsidiary Guarantors. (a) The Issuer On and after the General Partner Closing, the Company will cause each of their its 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 Indebtedness of the Company under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); andand ▇▇▇▇▇▇ Engineering Group Inc. Note Purchase Agreement (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 5.16 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.7(c), all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.release. ▇▇▇▇▇▇ Engineering Group Inc. Note Purchase Agreement

Subsidiary Guarantors. (a) The Issuer and the General Partner will cause each of their 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 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 Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement a guaranty in form and substance reasonably satisfactory acceptable to the Required Holders providing for Borrower and the guarantee 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 Subsidiary, on a joint in each case, in form, content and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General Partner); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel scope reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestAdministrative Agent. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Each Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its guarantee obligations thereunder without upon the need earliest of (x) such Subsidiary ceasing to be a Subsidiary of the Borrower as a result of a transaction permitted hereunder, (y) upon the payment in full of 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 or Bank Guarantees that have been cash collateralized pursuant to Section 2.01(h) or pursuant to other terms reasonably acceptable to the execution applicable Issuing Bank and the Administrative Agent or delivery backstopped or rolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent) and the termination of any other document by all Commitments hereunder and (z) notification from the holders, provided Borrower to the Administrative Agent that (1) if the Borrower desires that 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 from its guarantee obligations and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have has occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with continuing prior to such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee release or other form would result as a result of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release. (c) The Issuing Banks irrevocably authorize the Administrative Agent to, at the holders sole expense of the Notes shall receive equivalent consideration substantially concurrently therewith Borrower, execute and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses deliver (1) through any guarantee contemplated by clause (4). Although it will not be a Default a) above and (2) any documentation reasonably requested by the Borrower or an Event of Default if the Issuer or the General Partner fails any Subsidiary Guarantor to comply evidence any release in accordance with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3clause (b) above.

Subsidiary Guarantors. (a) The Issuer Parent Guarantor and the General Partner will Borrower shall, not later than the date on which the applicable Compliance Certificate is required to be delivered hereunder, for each other Person (other than an Excluded Subsidiary) becoming a Material Subsidiary (whether by acquisition of a Property or otherwise) and each Subsidiary that is a Material Subsidiary and that is not a Subsidiary Guarantor ceasing to be an Excluded Subsidiary, in each case during the fiscal quarter for which such Compliance Certificate is required, deliver or cause to be delivered to the Administrative Agent each of their Subsidiaries that guarantees or otherwise becomes liable at any timethe following items, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, concurrently therewith: (1) enter into an agreement each in form and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of Administrative Agent: (i) the prompt payment in full when due of all amounts payable an Accession Agreement executed by the Issuer pursuant to the Notes (whether for principalsuch Material Subsidiary, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but items with respect to such Material Subsidiary that would have been delivered under Sections 6.1.(iv) through (viii) if such Material Subsidiary had been a Subsidiary Guarantor on the Effective Date (in the case of Section 6.1.(iv), only to the extent requested by the Administrative Agent in connection with a new Borrowing Base Property). Nothing contained in this Section shall supersede, modify or otherwise affect the provisions of Sections 4.1. or 4.2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty rather than will cease to be, a Material Subsidiary or a Subsidiary; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Issuer and the General PartnerGuaranty under Section 8.14.(a); ; (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the extent required or otherwise provided Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in connection with the preceding sentence (both as of the date of the giving of such Subsidiary guaranteeing or otherwise becoming liable request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Borrower, promptly after the Borrower’s request and at the Borrower’s sole cost and expense, any Indebtedness under any Material Credit Facilityrelease, all documents termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestBorrower. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Constituent Companies will cause each of their 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 Indebtedness under any Material Credit Facility toFacility, to the extent that such Subsidiary is not then a party to the Subsidiary Guaranty Agreement, to concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory execute a supplement to the Required Holders providing for Subsidiary Guaranty Agreement in the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, form of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person Exhibit A thereto (a “Subsidiary GuarantyGuaranty Supplement”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Subsidiary GuarantyGuaranty Supplement; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such 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 5.7(c), 5.19(c) and 5.19 5.20 of this Agreement (but with respect to such Subsidiary and Subsidiary, such Subsidiary Guaranty rather than the Issuer Supplement and the General PartnerSubsidiary Guaranty Agreement, as the case may be); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations thereunderunder the Subsidiary Guaranty Agreement; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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) At the request The holders of the Issuer Notes will discharge and the General Partner and by written notice to each holder of Notes, release any Subsidiary Guarantor that has provided a from the Subsidiary Guaranty pursuant to Section 9.9(a) shall be discharged from all Agreement upon the written request 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, either Constituent Company; provided that (1) if either (i) the Parent Guarantor shall then have an Investment Grade Rating or (ii) such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of shall no longer own any Material Credit FacilityUnencumbered Property, then (2) such Subsidiary Guarantor has shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its the Subsidiary GuarantyGuaranty Agreement) as a guarantor or additional or co-borrower under such and in respect of Indebtedness under each Material Credit Facility, (23) at the time of, and after giving effect to, of such release and discharge, no Default or Event of Default each Constituent Company shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received delivered a certificate of a Responsible Officer of the Issuer and the General Partner certifying as such Constituent Company to the matters holders of Notes stating (i) that no Default or Event of Default has occurred and is continuing or will result from such release and discharge and (ii) that the requirements set forth in clauses (1) through and (2) above have been satisfied, and (4)) such Subsidiary Guarantor shall have no obligations (other than Unmatured Surviving Obligations) then outstanding under the Subsidiary Guaranty Agreement. Although it will not be a Default or an Event Upon satisfaction of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior conditions to the Closingdischarge and release of a Subsidiary Guarantor from the Subsidiary Guaranty Agreement, if such a failure occurs, then any at the request and sole cost and expense of the Purchasers may elect not to purchase Constituent Companies, the holders of the Notes on shall, within 10 Business Days of such request, countersign the date request for release acknowledging the discharge and release of Closing that is specified in Section 3such Subsidiary Guarantor.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their 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 Indebtedness Debt under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (i1) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii2) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each of holder of a Note: (i1) an executed counterpart of such Subsidiary Guaranty; (ii2) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 5.7, 5.8, 5.9, 5.10 and 5.19 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii3) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, 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 (iv4) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness 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) At 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 Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersCompany, provided that (1i) 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 its the Subsidiary Guaranty) as an obligor and guarantor under such and in respect of the Material Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (2ii) at the time of, and after giving effect to, 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 shall have occurred exists, and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility 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 substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer consideration. The holders of the Issuer Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the General Partner certifying as to Subsidiary Guarantors from their obligations under the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwiseotherwise (other than an Excluded Subsidiary), for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to if requested by the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit FacilityRequired Holders, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, any Material Credit Facility toAdditional Note Agreement and/or any other document, instrument or agreement evidencing or governing any other Unsecured Debt, to concurrently therewith: (1a) enter into an agreement in form become a Subsidiary Guarantor by executing and substance reasonably satisfactory to the Required Holders providing for the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (a “Subsidiary Guaranty”); and (2) deliver the following delivering to each holder of a Note:Note a Joinder; and (ib) an executed counterpart deliver to each holder of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a Note a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1Section 5.2, 5.25.4(c), 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerSubsidiary); (iiic) duly execute and deliver to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, each holder of a Note all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty ▇▇▇▇▇▇▇ and the performance by such Subsidiary of its obligations thereunder; andand 4846-2702-5833 v1 (ivd) deliver to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request▇▇▇▇▇▇▇. (b) At the request of the Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 (1) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility toor any PNC Loan Documents, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory deliver to the Required Holders providing for the guarantee by such Subsidiary, on each holder of a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person (Note a “Subsidiary Guaranty”); and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany or a Subsidiary Guarantor); (iiiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and; (ivC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such 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 November 15, 2029 (and the payment in full of all fees in respect thereof). (b) Subject to Section 9.7(a), the 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 documents and satisfying each of the other conditions specified in clauses (i) and (ii) of Section 9.7(a) with respect to such Subsidiary. (c) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a(other than each of Evercore LP, Evercore Group Holdings L.P. and Evercore Partners Services East L.L.C.) shall 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 (1i) if such Subsidiary Guarantor is a guarantor or is otherwise liable 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 has shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such PNC Loan Document or such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) 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 Indebtedness under such PNC Loan Documents or such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event In the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.6, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.

Subsidiary Guarantors. (a) The Issuer and the General Partner Parent Guarantor will cause each of their its Subsidiaries that (x) during the Covenant Relief Period, 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 Indebtedness under any Material Credit Facility to, to concurrently therewith: (1) enter into an agreement in form and substance reasonably satisfactory : execute a supplement to the Required Holders providing for Subsidiary Guaranty Agreement in the guarantee by such Subsidiary, on a joint and several basis with all other such Subsidiaries, form of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by such Person Exhibit A thereto (a “Subsidiary GuarantyGuaranty Supplement”); and (2) and deliver the following to each holder of a Note: (i) : an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, Guaranty Supplement; a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(c), 5.25.2(c), 5.65.6(c), 5.7 5.7(c) and 5.19 5.19(c) of this Agreement (but with respect to such Subsidiary and Subsidiary, such Subsidiary Guaranty rather than the Issuer Supplement and the General PartnerSubsidiary Guaranty Agreement, as the case may be); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, ; all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations thereunderunder the Subsidiary Guaranty Agreement; and (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, and 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 Subsidiary and Subsidiary, such Subsidiary Guaranty as Supplement and the Required Holders Subsidiary Guaranty Agreement and which opinion may reasonably request. (b) be subject to assumptions, qualifications and limitations similar to those set forth in said Schedule 4.4(a)(1). At the request of the Issuer and the General Partner Parent Guarantor and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided is a party to the Subsidiary Guaranty Agreement pursuant to Section 9.9(a)(y) (including any Subsidiary Guarantor that becomes a party thereto by virtue of a Subsidiary Guaranty pursuant to Section 9.9(aSupplement) shall be discharged from all of its obligations and liabilities under its the 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 holders, provided that (1) 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 its the Subsidiary GuarantyGuaranty Agreement) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under its the Subsidiary GuarantyGuaranty Agreement, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility principally for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner Parent Guarantor certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their 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 Indebtedness Debt under any Material Credit Facility to, to concurrently therewith: (1i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (i1) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii2) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “"Subsidiary Guaranty”"); and (2ii) deliver the following to each of holder of a Note:: ​ ​ ​ ​ ​ (i1) an executed counterpart of such Subsidiary Guaranty; (ii2) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 5.7, 5.8, 5.9, 5.10 and 5.19 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii3) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, 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 (iv4) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness 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) At 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 Issuer and the General Partner and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall 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 holdersCompany, provided that (1i) 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 its the Subsidiary Guaranty) as an obligor and guarantor under such and in respect of the Material Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (2ii) at the time of, and after giving effect to, 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 shall have occurred exists, and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (4iii) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility 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 substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer consideration. The holders of the Issuer Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the General Partner certifying as to Subsidiary Guarantors from their obligations under the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its 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 Indebtedness under any Material Credit Facility tofor which the Company is a guarantor or borrower (in each case, other than as a result of Standard Securitization Undertakings or a Permitted SBIC Guarantee)) to concurrently therewith: (1i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (ix) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount, Prepayment Settlement Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (iiy) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 or such Person Subsidiary, as applicable (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (2ii) deliver the following to each holder of a Note: (iA) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (iiB) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iiiC) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) to unless waived by the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit FacilityRequired Holders, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestrequest and as are customary in light of the circumstances. (b) At the request election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to or joinder thereto under subparagraph (a) of this Section 9.9(a) shall 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 (1i) 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 its Subsidiary Guaranty) under such Material Credit Facility, (2ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3iii) no amount is then due and payable under its such Subsidiary Guaranty, (4iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit FacilityFacility (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 Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5v) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1i) through (4iv). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Issuer and the General Partner Company will cause each of their its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, to concurrently therewith:: 508134571 -35- (1a) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing Subsidiary Guaranty Agreement, which will provide for the guarantee guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including including, without limitation, all indemnities, fees and expenses payable by the Issuer hereunder or Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer and the General Partner 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 such Person it (a “Subsidiary Guaranty”); and (2b) deliver the following to each holder of a Note: (i) 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; (ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized Responsible Officer responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15, 5.2, 5.6, 5.7 and 5.19 of this Agreement as applicable (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Issuer and the General PartnerCompany); (iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such the Subsidiary Guaranty Agreement (or a supplement thereto) and the performance by such 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 (iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, 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 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) At other Note Documents to the request contrary, at the election of the Issuer and the General Partner Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty pursuant to Section 9.9(a) shall may be discharged from all of its obligations and liabilities under its 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 holders, provided provided, that (1I) 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 its Subsidiary GuarantyGuaranty Agreement) under such Material Credit Facility, (2II) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (3III) no amount is then due and payable by such 508134571 -36- Guarantor under its Subsidiary Guarantyany Note Document, (4IV) if in connection with such Subsidiary 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 Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and therewith, (5V) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1I) through (4IV). Although it will not be a Default or an Event , and (VI) in the event of Default if the Issuer or the General Partner fails to comply with any provision such release, for purposes of Section 9 on or after the Execution Date and prior 10.2, all Indebtedness of such Subsidiary shall be deemed to the Closing, if have been incurred concurrently with such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3release.