Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. (a) The Company will cause each of 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 the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at not permit any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect Subsidiary to enter into any Guarantee of any Indebtedness of the Company under any Group Debt Facility (a “Group Debt Facility Guarantee”) unless such Subsidiary simultaneously executes and delivers a Guarantee of the Primary Credit Notes (a “Subsidiary Guarantee”) on terms substantially similar to such Group Debt Facility to concurrently therewith become a Subsidiary Guarantor Guarantee, except as may be otherwise required by executing and delivering to each holder of a Note a Guaranty SupplementSection 9.6(b). (b) The Company covenants and agrees Notwithstanding any other provision of this Agreement, any Subsidiary Guarantee shall provide by its terms that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty Guarantee shall be fully authorized to do so by its supporting organizational unconditionally released and authority documents and shall be in good standing in its state discharged upon (i) any sale, exchange or transfer of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery all of the common equity or equivalent ownership interest held by the Company to or any Subsidiary in, or all or substantially all the holders assets of, the obligor on such Subsidiary Guarantee (the “Subsidiary Guarantor”), or any other sale or disposition (by merger or otherwise) of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Personinterest therein following which such Person is no longer a Subsidiary, provided, which is in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity compliance with respect to any Indebtedness under the Primary Credit Facilitythis Agreement, (ii) immediately before the release by the holders of the Group Debt Facility Indebtedness of the Company of their Group Debt Facility Guarantee by such Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Group Debt Facility Indebtedness), which release occurs at a time when (A) no other Group Debt Facility Indebtedness of the Company remains guaranteed by such Subsidiary Guarantor, or (B) the holders of all such other Group Debt Facility Indebtedness which would otherwise remain guaranteed by such Subsidiary Guarantor also release their Group Debt Facility Guarantee by such Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Group Debt Facility Indebtedness), (iii) merger or consolidation of such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor or (iv) payment in full of the aggregate principal amount of the Notes then outstanding, any interest then accrued thereon and unpaid and any Make Whole-Amount, if applicable; provided that, in each case specified in the foregoing clauses (i) through (iv), (1) after giving effect to such release, release and discharge no Default or Event of Default shall have occurred and be continuing, (iii2) no amount is then due and payable under the Subsidiary Guarantee by such Subsidiary GuarantyGuarantor, (3) such Subsidiary Guarantor is not at the time a guarantor under any other Group Debt Facility Guarantee that is not also concurrently being released and discharged and (4) the Company shall have given notice accompanied by a certificate of a Senior Financial Officer to certify compliance with the foregoing requirements. Upon any such occurrence specified in this Section 9.6(b), and upon receipt of the certificate described in clause (iv4) of the preceding proviso the holders shall, at the Company’s expense, execute any documents reasonably required by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. (c) Neither the Company nor any such Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any such Subsidiary Guarantee or any such release, termination or discharge. (d) The obligations of each holder of a Note shall have received a certificate from a Responsible Officer certifying as Subsidiary Guarantor under its Subsidiary Guarantee will be limited to the matters set forth maximum amount, as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor, result in clauses (i) through (iii) abovethe obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.

Subsidiary Guarantors. (a) The Company Although all of the Parent Guarantor’s Subsidiaries will cause each be Restricted Subsidiaries, none of its the Parent Guarantor’s Subsidiaries will be a Subsidiary Guarantor at the Issue Date (the “Initial Non-Guarantor Subsidiaries” and, together with any other Restricted Subsidiary that guarantees or otherwise becomes liable at does not provide a Subsidiary Guarantee, the “Non-Guarantor Subsidiaries”). In the event that any timeNon-Guarantor Subsidiary subsequently provides a Subsidiary Guarantee, whether as such Subsidiary shall be excluded from the definition of Non-Guarantor Subsidiary and be added to the definition of Subsidiary Guarantor. Each Restricted Subsidiary that provides a borrower or an additional or co-borrower or otherwise, for or Subsidiary Guarantee after the Issue Date in respect of any Indebtedness under the Primary Credit Facility to concurrently therewith accordance with Section 7.6 will become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Guaranty SupplementGuarantor. (b) The Company covenants If any Restricted Subsidiary Guarantees any Indebtedness of the Issuer or the Parent Guarantor after the Issue Date, such Restricted Subsidiary shall execute and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed become a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that and provide a Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty)Guarantee. (c) A The Board of Directors may designate any Restricted Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its to become a Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, Guarantor; provided that (i) such Subsidiary does designation will not have any liability as cause or result in a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, Default; (ii) immediately before and after giving effect any Indebtedness of such Restricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such release, no Default or Event newly-designated Subsidiary Guarantor as a result of Default shall have occurred and such designation would be continuing, permitted to be Incurred by Section 4.1(a); (iii) no amount is then due and payable under any Lien on the Property of such Restricted Subsidiary Guaranty, at the time of such designation which will be deemed to have been incurred by such newly-designated Subsidiary Guarantor as a result of such designation would be permitted to be incurred by Section 4.1(f) and (iv) each holder of a Note such Restricted Subsidiary, upon such designation, shall have received a certificate from a Responsible Officer certifying as execute and deliver to the matters set forth Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor and provide a Subsidiary Guarantee. In addition, the Issuer and the Parent Guarantor will cause any Restricted Subsidiary of the Parent Guarantor that (A) as of the last date of any quarter and with respect to the Parent Guarantor and its Restricted Subsidiaries, individually represents at least 5% of the Consolidated Assets of the Parent Guarantor and its Restricted Subsidiaries as determined in clauses accordance with IFRS, or (iB) through for the preceding twelve-month period, individually represents at least 5% of the Consolidated EBITDA of the Parent Guarantor and its Restricted Subsidiaries as determined in accordance with IFRS, to execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor and provide a Subsidiary Guarantee; provided, however, that if (iiix) with respect to clause (A) above, as of the last date of the relevant quarter, the Parent Guarantor and the then existing Subsidiary Guarantors collectively represent at least 80% of the Consolidated Assets of the Parent Guarantor and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Subsidiary Guarantor, and (y) with respect to clause (B) above, for the relevant twelve-month period, the Issuer and the then existing Subsidiary Guarantors collectively represent at least 80% of the Consolidated EBITDA of the Parent Guarantor and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Subsidiary Guarantor. (d) The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by such Subsidiary Guarantor without rendering its Subsidiary Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees 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 the Primary any Material Credit Facility to concurrently therewith become therewith: (1) enter into a guaranty agreement substantially in the form of Exhibit SG hereto (a “Subsidiary Guarantor by executing and delivering Guaranty”); and (2) deliver the following to each holder of a Note Note: (i) an executed counterpart of such Subsidiary Guaranty; (ii) to the extent required by or otherwise delivered pursuant to 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 (but with respect to such Subsidiary and such Subsidiary Guaranty, rather than the Company); (iii) to the extent required by or otherwise delivered pursuant to any Material Credit Facility, documents evidencing the due organization, continuing existence 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 Supplementand the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required by or otherwise delivered pursuant to any Material Credit Facility, an opinion of counsel covering the authorization, execution, delivery and/or enforceability of the Subsidiary Guaranty. (b) The Company covenants holders of Notes will discharge and agrees that each such release any Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Guarantor from its Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by upon the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf written request of the Company or Company; provided that (1) such Subsidiary Guarantor to shall have been released and discharged (or will be released and discharged concurrently with the lenders under the Primary Credit Facility with respect to that release of such Subsidiary Guarantor becoming under its Subsidiary Guaranty) as a guarantor, guarantor or additional or co-borrower or otherwise under the Primary and in respect of Indebtedness under each Material Credit Facility (but applicable and the Company so certifies to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all the holders of Notes in a certificate of one of its obligations Responsible Officers, (2) at the time of such release and liabilities under discharge, the Company shall have delivered a certificate of one of its Subsidiary Guaranty without the need for the execution of any other document by Responsible Officers to the holders or any other Person, provided, in each case, of Notes stating that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default has occurred and is continuing or will result from such release and discharge, (3) such Subsidiary Guarantor shall have occurred and be continuing, (iii) no amount is obligations then due and payable under its Subsidiary Guaranty and (4) if any fee or other form of consideration is given to any party to a Material Credit Facility for the purpose of its release of such Subsidiary GuarantyGuarantor thereunder, and (iv) each holder the holders of a Note Notes shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) abovereceive equivalent consideration.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timean obligor, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Debt under the Primary any Material Credit Facility to or any Existing Note Purchase Agreement to: (i) concurrently therewith become therewith, enter into an agreement substantially in the form of Schedule 9.6(a) (a “Subsidiary Guarantor by executing and delivering Guaranty”); and (ii) within five Business Days thereafter, deliver the following to each of holder of a Note a Note: (A) an executed counterpart of such Subsidiary Guaranty; (B) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite legal entity action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplementand the performance by such Subsidiary of its obligations thereunder; and (C) 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) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to At the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state election of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver written notice to each holder copies of Notes, any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will may be automatically released 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 or any other Personholders, provided, in each case, provided that (i) if such Subsidiary does not have Guarantor is a guarantor or obligor in respect of any liability Material Credit Facility or any Existing Note Purchase Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility and each such Existing Note Purchase Agreement, as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facilitycase may be, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) each holder of a Note shall have received a certificate from of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) aboveiv). In the event of any such release, for purposes of Section 10.1, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release.”

Subsidiary Guarantors. If any Subsidiary of the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (aother than the Existing Credit Facility, (each such obligation a "Debt Security") The the Company will shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of 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 the Primary Credit Facility assets concurrently to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a Note a Guaranty Supplement. senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (b1) The Company covenants guaranteed such other Debt Securities and agrees (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Subsidiary which it shall cause Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to execute a Guaranty Supplement customary exceptions concerning creditors' rights and become party to the Subsidiary Guaranty equitable principles). Such supplemental indenture shall be fully authorized to do so executed by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or manual signature on behalf of the Company or each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the lenders under execution and delivery of the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional supplemental indenture or co-borrower or otherwise under did not hold such offices at the Primary Credit Facility (but applicable to date of such Subsidiary Guaranty)supplemental indenture. (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.

Subsidiary Guarantors. Each Subsidiary of the Company listed on Schedule I hereto shall initially be a Subsidiary Guarantor. For so long as the Company’s 8½% Senior Subordinated Notes due 2011 are outstanding, (a) The if any other Subsidiary of the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as shall become a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness subsidiary guarantor under the Primary Credit Facility Company’s 8½% Senior Subordinated Notes due 2011, the Company shall cause such Subsidiary concurrently to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Guaranty Supplement. (b) The if any Subsidiary of the Company covenants is released from its Guarantee of the Company’s 8½% Senior Subordinated Notes due 2011, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s 8½% Senior Subordinated Notes due 2011 when due at maturity, upon redemption, repurchase or otherwise, except as described below, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or Subordinated Obligation shall be Guaranteed by any Subsidiary of the Company and agrees such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that each had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 17) to become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary, except that such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s 8½% Senior Subordinated Notes due 2011 are outstanding and such Subsidiary is not added as a guarantor under the 8½% Senior Subordinated Notes due 2011; provided, however, that such exception shall expire when the 8½% Senior Subordinated Notes due 2011 cease to be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder. If (a) any such Subsidiary which it shall cause to execute become a Guaranty Supplement and become party Subsidiary Guarantor of the Notes pursuant to the immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, or (b) if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Subsidiary Guaranty shall cease to be fully authorized a Subsidiary Guarantor hereunder. For the avoidance of doubt, a Subsidiary Guarantor may be released from its Guarantee of the Notes so long as contemporaneously therewith, it is also released as a Subsidiary Guarantor from all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation. In furtherance of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of the Notes if such release allows the Subsidiary Guarantor to do so by be released from its supporting organizational Guarantee of all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation and authority documents and such Subsidiary Guarantor is subsequently released from its Guarantee of such outstanding Senior Subordinated Indebtedness or Subordinated Obligation. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall be in good standing in its state deliver to the Trustee an Officers’ Certificate certifying to that effect as of organization and shall have obtained the date of such Officers’ Certificate; then automatically, without the requirement of any necessary foreign qualifications required to conduct its business. The delivery further action by the Company to Company, such Subsidiary or the holders Trustee, the Subsidiary Guarantee of any such Guaranty Supplement Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 17. A Subsidiary Guarantee by a representation Subsidiary Guarantor shall be signed in the name and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to by the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional manual or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all facsimile signature of its obligations and liabilities under President, any Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), its Subsidiary Guaranty without the need for the execution of any other document by the holders Treasurer, its Secretary or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) aboveAssistant Secretary.

Subsidiary Guarantors. (a) The Company will cause each Each Subsidiary Guarantor may not consolidate, amalgamate or merge with or into or wind up into (whether or not the applicable Subsidiary Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its Subsidiaries that guarantees properties or otherwise becomes liable at assets, in one or more related transactions, to any timeSubsidiary (other than the Issuer) unless: (i) the applicable Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, whether as amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a borrower Person organized or an additional or co-borrower or otherwise, for or in respect of any Indebtedness existing under the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder laws of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state jurisdiction of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders or under the Primary Credit Facility with respect to that laws of a Permitted Jurisdiction (such Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, providedas the case may be, in each case, that (i) such being herein called the “Successor Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, Guarantor”); (ii) the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Securities and this Indenture pursuant to a supplemental indenture; (iii) immediately before and after giving effect to such releasetransaction, no Default default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and ; (iv) each holder of a Note the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, shall have received a certificate from a Responsible Officer certifying as delivered, or cause to be delivered, to the matters set forth in clauses Trustee an Opinion of Counsel stating that the Guarantee to be provided by such Successor Subsidiary Guarantor has been duly authorized, executed and delivered by such Successor Subsidiary Guarantor and constitutes the legal, valid and enforceable obligation of such Successor Subsidiary Guarantor; and (iv) through the Successor Subsidiary Guarantor shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) aboveany Subsidiary may consolidate or amalgamate with or merge with or into a Subsidiary Guarantor; (B) any Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of such Subsidiary Guarantor solely for the purpose of reincorporating such Subsidiary Guarantor in a Permitted Jurisdiction; and (C) any Subsidiary Guarantor may be converted into, or reorganized or reconstituted in a Permitted Jurisdiction. (b) The Successor Subsidiary Guarantor (if other than the applicable Subsidiary Guarantor) will succeed to, and be substituted for, the applicable Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee and in such event the applicable Subsidiary Guarantor will automatically be released and discharged from its obligation under this Indenture and such Subsidiary Guarantor’s Guarantee.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries (other than the Excluded 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 the Primary any Material Credit Facility Facility, to concurrently therewith become therewith: (i) enter into a Subsidiary Guarantor by executing and delivering Guaranty; and (ii) deliver the following to each holder of a Note a Guaranty Supplement.Note: (bA) The Company covenants and agrees that each an executed counterpart of such Subsidiary which it shall cause Guaranty; (B) a certificate of an officer (or other appropriate Person) of the new Subsidiary Guarantor as to execute a Guaranty Supplement due authorization, charter documents, board resolutions and become party the incumbency of officers; and (C) solely with respect to Subsidiaries organized in Delaware, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be as the Required Holders may reasonably request, consistent with the opinions delivered in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by connection with the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that related closings for each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained Guarantor; and (D) any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any other such certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Material Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional guarantor or co-borrower or otherwise under the Primary Material Credit Facility (but applicable to such Subsidiary Guaranty). (cb) A At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor will may be automatically released 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 or any other Person, provided, in each case, provided that (i) if such Subsidiary does not have Guarantor is a guarantor or is otherwise liable for or in respect of any liability as a guarantorMaterial Credit Facility, borrower, co-borrower then such Subsidiary Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary its Subsidiary Guaranty) under such Material Credit Facility, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for the purpose of effectuating such release, the holders of the Notes shall receive equivalent consideration substantially concurrently EQUITY ONE, INC. NOTE PURCHASE AGREEMENT therewith and (v) each holder of a Note shall have received a certificate from of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) aboveiv).

Subsidiary Guarantors. (a) The Subject to Section 9.10 hereof, the Company will cause each of its 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 or an additional or co-borrower or otherwiseco‑obligor with the Company) (each, for or in respect a "Bank Guaranty"), to any holder of any Indebtedness of the Company outstanding under the Primary Company Credit Facility Agreement (or under any credit facility or other Indebtedness instrument replacing all or part of the Company Credit Agreement) (each such Subsidiary, a "Subsidiary Guarantor") to concurrently therewith become 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 executing acceleration or otherwise) of the principal of all of the Notes and delivering to each holder of a Note a Guaranty Supplement. (b) The Company covenants the interest and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documentsMake-Whole Amount, if any, furnished thereon and the full and prompt performance and compliance by or on behalf the Company with each of its other obligations under the Note Agreement and the Notes, and, concurrently therewith, the Company shall cause the lenders under such Company Credit Agreement to enter into an intercreditor agreement with the holders of the Notes in form and substance reasonably satisfactory to the lenders under such Company or Credit Agreement and the Required Holders (the "Intercreditor Agreement") with respect to the obligations of such Subsidiary Guarantor to the Banks and the holders of the Notes providing for, inter alia, the pro rata sharing of any proceeds received by the lenders under such Company Credit Agreement or the Primary Credit Facility with respect holders of the Notes under any Bank Guaranty or Subsidiary Note Guaranty. Within three Business Days after entering into the Subsidiary Note Guaranty and the Intercreditor Agreement, the Company shall deliver to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under each of the Primary Credit Facility holders of the Notes the following items: (but applicable to a) an executed counterpart of such Subsidiary Note Guaranty).; (b) an executed counterpart of such Intercreditor Agreement; (c) A a certificate signed by the President, a Vice President or another authorized officer of such Subsidiary Guarantor will be automatically released from all making representations and warranties to the effect of its obligations those contained in Sections 5.1, 5.2, 5.6 and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person5.7, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity but with respect to any Indebtedness under such Subsidiary Guarantor and the Primary Credit FacilitySubsidiary Note Guaranty, as applicable; (iid) immediately before such documents and after giving effect evidence with respect to such release, no Default or Event Subsidiary Guarantor as any holder of Default shall have occurred the Notes may reasonably request in order to establish the existence and be continuing, (iii) no amount is then due and payable under good standing of such Subsidiary Guarantor and the authorization of the transactions contemplated by the Subsidiary Note Guaranty, and ; and (ive) each holder an opinion of a Note shall have received a certificate from a Responsible Officer certifying as internal legal counsel to the matters set forth Company to the effect that the Subsidiary Note Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in clauses (i) through (iii) aboveaccordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timean obligor, whether as a borrower or an additional or co-co- borrower or otherwise, for or in respect of any Indebtedness Debt under the Primary any Material Credit Facility to or any Existing Note Purchase Agreement to: (i) concurrently therewith become enter into an agreement substantially in the form of Schedule 9.7(a) (a “Subsidiary Guarantor by executing and delivering Guaranty”); and (ii) within five Business Days thereafter, deliver the following to each holder of a Note a Note: (A) an executed counterpart of such Subsidiary Guaranty; (B) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite legal entity action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplementand the performance by such Subsidiary of its obligations thereunder; (C) 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) evidence of the acceptance by the Company of the appointment of designation, as such Subsidiary Guarantor’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to February 26, 2027 (and the payment in full of all fees in respect thereof). (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to At the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state election of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver written notice to each holder copies of Notes, any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will may be automatically released 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 or any other Personholders, provided, in each case, provided that (i) if such Subsidiary does not have Guarantor is a guarantor or obligor in respect of any liability Material Credit Facility or any Existing Note Purchase Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility and each such Existing Note Purchase Agreement, as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facilitycase may be, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or Existing Note Purchase Agreement for such release, the holders of the Notes shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) each holder of a Note shall have received a certificate from of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iiiiv). In the event of any such release, for purposes of Section 10.1, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) aboveshall be deemed not to be a Person that is liable in respect of a Material Credit Facility if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Material Credit Facility and (ii) is not obligated for, or does not otherwise guaranty, the obligations under a Material Credit Facility of any Person who is organized under the laws of the United States of America or any state thereof.

Subsidiary Guarantors. If any Subsidiary of the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company, (aeach such obligation a “DEBT SECURITY”) The the Company will shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of 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 the Primary Credit Facility assets concurrently to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a “SUBSIDIARY GUARANTEE”) all of the Company’s obligations under the Securities and this Indenture on a Note a Guaranty Supplement. senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (b1) The Company covenants guaranteed such other Debt Securities and agrees (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Subsidiary which it shall cause Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to execute a Guaranty Supplement customary exceptions concerning creditors’ rights and become party to the Subsidiary Guaranty equitable principles). Such supplemental indenture shall be fully authorized to do so executed by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or manual signature on behalf of the Company or each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the lenders under execution and delivery of the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional supplemental indenture or co-borrower or otherwise under did not hold such offices at the Primary Credit Facility (but applicable to date of such Subsidiary Guaranty)supplemental indenture. (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.

Subsidiary Guarantors. (a) The Company will cause each of 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 the Primary any Material Credit Facility to concurrently therewith become therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders in the form of Exhibit E hereto providing for the guaranty by such Subsidiary, on a Subsidiary Guarantor joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by executing the Company pursuant to the Notes (whether for (b) At the election of the Company and delivering by written notice to each holder of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained Notes, any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will may be automatically released 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 or any other Personholders, provided, in each case, provided that (i) if such Subsidiary does not have Guarantor is a guarantor or is otherwise liable for or in respect of any liability as a guarantorMaterial Credit Facility, borrower, co-borrower then such Subsidiary Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary its Subsidiary Guaranty) under such Material Credit Facility, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder of a Note shall have received a certificate from of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) aboveiv). In the event of any such release, for purposes of Section 10.10(f), all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. (a) The Company will cause each of its 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 any Indebtedness under the Primary Credit Facility Other Company Debt Agreement, to concurrently therewith become a Subsidiary Guarantor by executing and delivering deliver to each holder of the Holders of the Notes (concurrently with the incurrence of any such obligation) the following items: (i) a Note duly executed guaranty agreement (the “Subsidiary Guaranty”) in scope, form and substance satisfactory to the Required Holders; (ii) an amendment to this Agreement, duly executed by an authorized officer of the Company, that is satisfactory in scope, form and substance to the Required Holders, incorporating customary events of default for the Subsidiary Guarantors and the Subsidiary Guaranty; (iii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.2, 5.4(c) and (d), 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (iv) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the Holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty Supplementby such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The Company covenants holders of the Notes agree to discharge and agrees that each such release any Subsidiary which it shall cause to execute a Guaranty Supplement and become party to Guarantor from the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by upon the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf written request of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantorCompany, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, provided that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary Credit FacilitySubsidiary Guaranty) as an obligor and guarantor under and in respect of each Other Company Debt Agreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) immediately before at the time of such release and after giving effect discharge, the Company shall deliver a certificate of a Responsible Officer to such release, the holders of the Notes stating that no Default or Event of Default shall have occurred exists, and be continuing, (iii) no amount if any fee or other form of consideration is then due and payable under such Subsidiary Guaranty, and (iv) each given to any holder of a Note Indebtedness of the Company for the purpose of such release, holders of the Notes shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) abovereceive equivalent consideration.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timean obligor, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Debt under the Primary any Material Credit Facility to or any Existing Note Purchase Agreement to: (i) concurrently therewith become enter into an agreement substantially in the form of Schedule 9.6(a) (a “Subsidiary Guarantor by executing and delivering Guaranty”); and (ii) within five Business Days thereafter, deliver the following to each holder of a Note a Note: (A) an executed counterpart of such Subsidiary Guaranty; (B) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite legal entity action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplementand the performance by such Subsidiary of its obligations thereunder; (C) 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) evidence of the acceptance by the Company of the appointment of designation, as such Subsidiary Guarantor’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to September 5, 2025 (and the payment in full of all fees in respect thereof). (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to At the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state election of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver written notice to each holder copies of Notes, any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will may be automatically released 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 or any other Personholders, provided, in each case, provided that (i) if such Subsidiary does not have Guarantor is a guarantor or obligor in respect of any liability Material Credit Facility or any Existing Note Purchase Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility and each such Existing Note Purchase Agreement, as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facilitycase may be, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or Existing Note Purchase Agreement for such release, the holders of the Notes shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) each holder of a Note shall have received a certificate from of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iiiiv). In the event of any such release, for purposes of Section 10.1, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release. For purposes of this Section 9.6, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) aboveshall be deemed not to be a Person that is liable in respect of a Material Credit Facility if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Material Credit Facility and (ii) is not obligated for, or does not otherwise guaranty, the obligations under a Material Credit Facility of any Person who is organized under the laws of the United States of America or any state thereof.

Subsidiary Guarantors. (a) The Company Borrower will cause any Subsidiary which meets the criteria set forth in the definition of Required Guarantor to execute and deliver a Subsidiary Guaranty to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) (i) within thirty (30) Business Days following the acquisition by such Subsidiary of trademarks or other intangibles material to the conduct of the business of the Borrower and its Subsidiaries 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 the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder case of a Note Required Guarantor described in clause (a) of the definition of the term Required Guarantor), or (ii) within thirty (30) Business Days following the date of the delivery of the consolidating financial statements reflecting the fact that a Guaranty SupplementDomestic Subsidiary meets such definition of Required Guarantor (in the case of a Required Guarantor described in clause (b) of such definition). (b) The Company covenants In the event that the sum of the Shareholder's Equity of the Borrower and agrees that each Subsidiary Guarantor as reflected in a consolidating balance sheet of the Borrower (such Subsidiary which it sum hereinafter referred to as the “Guaranty Equity Sum”) does not exceed 80% of the Shareholder's Equity of the Borrower as determined on a Consolidated basis (the “Guaranty Equity Threshold”), then the Borrower shall cause such other Domestic Subsidiaries to execute and deliver a Guaranty Supplement and become party to the Subsidiary Guaranty shall as may be fully authorized needed to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required cause the Guaranty Equity Sum to conduct its businessexceed the Guaranty Equity Threshold. The delivery by If the Company to Guaranty Equity Sum does not exceed the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for Equity Threshold after the execution of a Subsidiary Guaranty by all of the Domestic Subsidiaries, then the Administrative Agent and the Borrower shall agree to a mutually acceptable guaranty or security arrangement, or within thirty (30) days after notice from the Administrative Agent to the Borrower, the Borrower shall cause such Foreign Subsidiaries as are necessary to meet the Guaranty Equity Threshold to execute and deliver to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) a Subsidiary Guaranty acceptable in form and substance to the Administrative Agent. In the event that any other document by Foreign Subsidiary shall have Shareholder's Equity as determined on a consolidating balance sheet of the holders or any other Person, provided, Borrower in each case, that excess of 20% of the Shareholder's Equity of the Borrower as determined on a Consolidated basis then either (i) such Subsidiary does not have any liability as the Borrower and the Administrative Agent shall agree to a guarantormutually acceptable guaranty or security arrangement, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and within thirty (30) days after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate notice from a Responsible Officer certifying as the Administrative Agent to the matters set forth Borrower the Borrower shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent (in clauses sufficient multiple counterparts for the Administrative Agent and each Lender) a Subsidiary Guaranty acceptable in form and substance to the Administrative Agent (i) through (iii) abovefor example: if Foreign Subsidiary A has Shareholder's Equity of 21 % of the Shareholder's Equity of the Borrower and Foreign Subsidiary B has Shareholder's Equity of 21% of the Shareholder's Equity of the Borrower, then both Foreign Subsidiary A and Foreign Subsidiary B shall be subject to the requirements of this sentence).

Subsidiary Guarantors. If any Domestic Subsidiary of a Loan Party (other than an Excluded Subsidiary or a Subsidiary that is a party to this Credit Agreement and the Collateral Documents) or a Foreign Subsidiary of a Loan Party (unless causing such Foreign Subsidiary to be subject to the requirements in this clause (a) The Company would reasonably be expected to result in material adverse tax consequences to the Borrower and its Subsidiaries) is formed or acquired after the Agreement Date or if an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will notify the Credit Parties in writing thereof within ten (10) Business Days following the date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date: (i) the Borrower will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any timesuch Subsidiary to (A) execute and deliver a Subsidiary Joinder Agreement (and, whether if applicable, the Guarantee Agreement) and a Perfection Certificate and (B) promptly take such actions to comply with the Collateral and Guarantee Requirements and create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as a borrower or an additional or co-borrower or otherwise, for or in respect the Administrative Agent shall reasonably request (including the execution and delivery of any Indebtedness under collateral document necessary or appropriate to create and perfect Liens with respect to such Subsidiary’s owned or leased real property or any Collateral Access Agreement or similar document) (it being understood that not more than 100% of the Primary Credit Facility non-voting Equity Interests (if any) and 65% of the voting Equity Interests in each First Tier Foreign Subsidiary that is a Controlled Foreign Corporation shall be pledged to concurrently therewith become the extent a Subsidiary Guarantor by executing and delivering to each holder pledge of a Note greater percentage would reasonably be expected to result in a Guaranty Supplement.material adverse tax consequence to the Borrower and its Subsidiaries), (bii) The Company covenants and agrees that each if any Equity Interests issued by any such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions are owned or documents, if any, furnished held by or on behalf of any Loan Party, the Company or Borrower will cause such Equity Interests to be pledged pursuant to the Collateral Documents not later than the tenth Business Day after the date on which such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantoris formed or acquired, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty).and (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due the Borrower will deliver or cause to be delivered to the Administrative Agent such certificates and payable under legal opinions as would have been required had such Subsidiary Guaranty, and (iv) each holder of been a Note shall have received a certificate from a Responsible Officer certifying as to Subsidiary Guarantor on the matters set forth in clauses (i) through (iii) aboveClosing Date.

Subsidiary Guarantors. If any Subsidiary is or becomes a borrower, co-borrower, guarantor, obligor or co-obligor under any Principal Credit Facility, such Subsidiary shall concurrently therewith provide a guarantee agreement substantially in the form of Exhibit G hereto (aa “Subsidiary Guaranty”) The or a joinder thereto. Each such Subsidiary Guaranty or joinder thereto shall be accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying its charter and bylaws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Subsidiary Guaranty or joinder and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, and by such other certificates, documents and legal opinions in connection therewith as may be reasonably requested by the Required Holders, each in form and substance reasonably satisfactory to the Required Holders. Notwithstanding the foregoing, Franklin Electric B.V. shall not be required to enter into a Subsidiary Guaranty until such time as 15365.013 it becomes a guarantor of, or otherwise liable for, Indebtedness of the Company will cause each or any of its Subsidiaries that guarantees or otherwise becomes liable at under any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect Principal Credit Facility. At the election of any Indebtedness under the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor Company and by executing and delivering written notice to each holder of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained Notes, any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will may be automatically released 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 or any other Personholders, provided, in each case, provided that (i) if such Subsidiary does not have Guarantor is a guarantor or is otherwise liable for or in respect of any liability as a guarantorPrincipal Credit Facility, borrower, co-borrower then such Subsidiary Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary its Subsidiary Guaranty) under such Principal Credit Facility, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Principal Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Principal Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder of a Note shall have received a certificate from of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) aboveiv). For the avoidance of doubt, this second paragraph of this paragraph 5H shall apply to the Subsidiary Guarantors under the Subsidiary Guaranty, dated May 5, 2015, pursuant to which Franklin Control Systems, Inc., Pioneer Pump Holdings, Inc., Franklin Electric Ventures LLC, Pioneer Pump, Inc., Franklin Electric International, Inc., Franklin Fueling Systems, Inc., and Intelligent Controls, Inc., each as a Subsidiary Guarantor, has agreed to guaranty the obligations of the Company under this Agreement, and shall apply to each future Subsidiary Guarantor executing a Guarantor Supplement.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries any Subsidiary that guarantees or otherwise becomes liable (a) at any time, whether as time is a borrower party to any Principal Credit Facility or an additional or co-borrower or otherwise, for or (b) guarantees Indebtedness in respect of any Indebtedness Principal Credit Facility, to enter into a subsidiary guaranty agreement reasonably acceptable to the Required Holders providing for a guaranty of the obligations of the Company under the Primary Credit Facility Notes and this Agreement (a “Subsidiary Guaranty”) and to concurrently therewith become a Subsidiary Guarantor by executing and delivering deliver to each holder of a Note a Guaranty Supplement.the holders of the Notes (substantially concurrently with the incurrence of any such guaranty obligation pursuant to any Principal Credit Facility) the following items: (bi) The a certificate signed by an authorized Responsible Officer of the Company covenants making representations and agrees that each warranties substantially to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary which it shall cause and the Subsidiary Guaranty, as applicable; and (ii) an opinion of counsel for the Company addressed to execute a Guaranty Supplement and become party each of the holders of the Notes reasonably satisfactory to the Required Holders, substantially to the effect that the Subsidiary Guaranty shall by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be fully authorized limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject to do so by its supporting organizational other usual and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its businesscustomary limitations. The delivery by the Company to the holders of the Notes agree to discharge and release any such Subsidiary Guarantor from any Subsidiary Guaranty Supplement shall be deemed a representation and warranty by upon the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf written request of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantorCompany, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, provided that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary Subsidiary Guaranty) as an obligor and guarantor under and in respect of each Principal Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) immediately before at the time of such release and after giving effect discharge, the Company shall deliver a certificate of a Responsible Officer to such release, the holders of the Notes stating that no Default or Event of Default shall have occurred exists, and be continuing, (iii) no amount if any fee or other form of consideration is then due and payable under such Subsidiary Guaranty, and (iv) each given to any holder of a Indebtedness of the Company for the purpose of such release, the holders of the Notes shall receive equivalent consideration. South Jersey Industries, Inc. Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.Purchase Agreement

Subsidiary Guarantors. (a) The Upon the execution of the Credit Facility, the Company will shall cause each Subsidiary of its Subsidiaries the Company that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under the Primary Credit Facility concurrently to concurrently therewith become a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 11.01. For so long as the Credit Facility is outstanding, (a) if any other Subsidiary of the Company shall become a guarantor under the Credit Facility, the Company shall cause such Subsidiary to concurrently become a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 11.01 and delivering to each holder of a Note a Guaranty Supplement. (b) if any Subsidiary of the Company ceases to be a Subsidiary Guarantor under the Credit Facility, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the termination of the Credit Facility, except as described below, the Subsidiary Guarantors that had not previously ceased to be a Subsidiary Guarantor hereunder shall cease to be Subsidiary Guarantors hereunder. The form of supplemental indenture to be executed by new Subsidiary Guarantors is attached hereto as Exhibit C. In addition, if at any time any indebtedness for borrowed money constituting senior indebtedness shall be Guaranteed by any Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 16) of the Company covenants and agrees such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary to become a Subsidiary Guarantor hereunder, except that each such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s Credit Facility is outstanding and such Subsidiary is not added as a guarantor under the Credit Facility; provided, however, that such exception shall expire when the Credit Facility ceases to be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder if such indebtedness for borrowed money constituting senior indebtedness is then outstanding and Guaranteed by such Subsidiaries. If (a) any such Subsidiary which it shall cause to execute become a Guaranty Supplement and become party Subsidiary Guarantor of the Notes pursuant to the immediately preceding sentence is released from its Guarantee of such senior indebtedness, or (b) if such senior indebtedness is no longer outstanding, then such Subsidiary Guaranty shall cease to be fully authorized a Subsidiary Guarantor hereunder. For the avoidance of doubt, a Subsidiary Guarantor may be released from its Guarantee of the Notes so long as contemporaneously therewith, it is also released as a Subsidiary Guarantor from all of the Company’s then outstanding senior indebtedness. In furtherance of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of the Notes if such release allows the Subsidiary Guarantor to do so by be released from its supporting organizational Guarantee of all of the Company’s then outstanding senior indebtedness and authority documents and such Subsidiary Guarantor is subsequently released from its Guarantee of such outstanding senior indebtedness. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall be in good standing in its state deliver to the Trustee an Officers’ Certificate certifying to that effect as of organization and shall have obtained the date of such Officers’ Certificate; then automatically, without the requirement of any necessary foreign qualifications required to conduct its business. The delivery further action by the Company to Company, such Subsidiary or the holders Trustee, the Subsidiary Guarantee of any such Guaranty Supplement Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 16. A Subsidiary Guarantee by a representation Subsidiary Guarantor shall be signed in the name and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor by the manual or facsimile signature of its President, any Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), its Treasurer, its Secretary or any Assistant Secretary. A Subsidiary Guarantee bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the lenders under execution and delivery of the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional Guarantee or co-borrower or otherwise under did not hold such offices at the Primary Credit Facility (but applicable to date of such Subsidiary Guaranty)Guarantee. (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.

Subsidiary Guarantors. (a) The Company will cause each of 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 the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Guaranty Supplement.. Terreno Realty LLC Note Purchase Agreement (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at not permit any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect Subsidiary to enter into any Guaranty of any Indebtedness of the Company under the Primary Credit any Group Debt Facility to concurrently therewith become (a “Group Debt Facility Guarantee”) unless such Subsidiary Guarantor by executing simultaneously executes and delivering to each holder of a Note delivers a Guaranty Supplementof the Notes (a “Subsidiary Guarantee”) on terms substantially similar to such Group Debt Facility Guarantee, except as may be otherwise required by Section 9.6(b). (b) The Company covenants and agrees Notwithstanding any other provision of this Agreement, any Subsidiary Guarantee shall provide by its terms that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty Guarantee shall be fully authorized to do so by its supporting organizational unconditionally released and authority documents and shall be in good standing in its state discharged upon (i) any sale, exchange or transfer of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery all of the common equity or equivalent ownership interest held by the Company to or any Subsidiary in, or all or substantially all the holders assets of, the obligor on such Subsidiary Guarantee (the “Subsidiary Guarantor”), or any other sale or disposition (by merger or otherwise) of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Personinterest therein following which such Person is no longer a Subsidiary, provided, which is in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity compliance with respect to any Indebtedness under the Primary Credit Facilitythis Agreement, (ii) immediately before the release by the holders of the Group Debt Facility Indebtedness of the Company of their Group Debt Facility Guarantee by such Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Group Debt Facility Indebtedness), which release occurs at a time when (A) no other Group Debt Facility Indebtedness of the Company remains guaranteed by such Subsidiary Guarantor, or (B) the holders of all such other Group Debt Facility Indebtedness which would otherwise remain guaranteed by such Subsidiary Guarantor also release their Group Debt Facility Guarantee by such Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Group Debt Facility Indebtedness), (iii) merger or consolidation of such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor or (iv) payment in full of the aggregate principal amount of the Notes then outstanding, any interest then accrued thereon and unpaid and any Make Whole-Amount, if applicable; provided that, in each case specified in the foregoing clauses (i) through (iv), (1) after giving effect to such release, release and discharge no Default or Event of Default shall have occurred and be continuing, (iii2) no amount is then due and payable under the Subsidiary Guarantee by such Subsidiary GuarantyGuarantor, (3) such Subsidiary Guarantor is not at the time a guarantor under any other Group Debt Facility Guarantee that is not also concurrently being released and discharged and (4) the Company shall have given notice accompanied by a certificate of a Senior Financial Officer to certify compliance with the foregoing requirements. Upon any such occurrence specified in this Section 9.6(b), and upon receipt of the certificate described in clause (4) of the preceding proviso the holders shall, at the Company’s expense, execute any documents reasonably required by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. (c) Neither the Company nor any such Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any such Subsidiary Guarantee or any such release, termination or discharge. (d) The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to the maximum amount, as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.” 1.4 Section 10.2 of the Note Agreements is hereby amended by (a) deleting the word “and” from the end of clause (iii), (b) inserting the following as new clause (iv): “(iv) each holder Indebtedness for Money Borrowed of a Note shall have received a certificate from a Responsible Officer certifying Subsidiary Guarantors owing in respect of Group Debt Facility Guarantees executed in conformity with the provisions of Section 9.6; and”, (c) re-numbering existing clause (iv) as to clause “(v)”, (d) deleting in new clause (v) the matters set forth in words “clauses (i) through (iii)” and inserting “clauses (i) abovethrough (iv)” in lieu thereof and (e) deleting in new clause (v) the words “pursuant to this clause (iv)” and inserting “pursuant to this clause (v)” in lieu thereof. 1.5 Section 10.3 of the Note Agreements is hereby amended by deleting in clause (xi) the reference to “Section 10.2(iv)” and inserting “Section 10.2(v)” in lieu thereof. 1.6 Section 10.4 of the Note Agreements is hereby amended to read in its entirety as follows:

Subsidiary Guarantors. (a) The Company Obligors will cause each of its their Subsidiaries that guarantees or otherwise becomes liable for the repayment at any time, whether as a borrower or an additional or co-co- borrower or otherwise, for or in respect of any Indebtedness under the Primary any Material Credit Facility to to: (i) concurrently therewith become a Subsidiary Guarantor of all amounts due under this Agreement and the Notes by executing and delivering to each holder of Notes a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be (or an addendum thereto in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable form attached to such Subsidiary Guaranty).; and (ii) deliver the following to each holder of a Note: (A) an executed counterpart of such Subsidiary Guaranty (or executed addendum in the form attached to such Subsidiary Guaranty); (B) 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 and 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company); (cb) A At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor will that has provided a Subsidiary Guaranty may be automatically released discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder effective upon the satisfaction of the following conditions (and without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that holders): (i) if such Subsidiary does not have Guarantor is a guarantor or is otherwise liable for or in respect of any liability as a guarantorMaterial Credit Facility, borrower, co-borrower then such Subsidiary Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary its Subsidiary Guaranty) under such Material Credit Facility, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration (on a pro rata basis) substantially concurrently with the release hereunder and (v) each holder of a Note shall have received a certificate from of a Responsible Senior Financial Officer certifying as to the matters set forth in clauses (i) through (iii) aboveiv).

Subsidiary Guarantors. (a) The Company will Issuers shall cause each of its Significant Subsidiary (each, an “Original Subsidiary Guarantor”) to execute and deliver, on or before Closing, the Subsidiary Guaranty. In addition to the foregoing, the Issuers will at all times provide Guaranty Joinder Agreements (and the documents described in clause (b)(ii) below) from (i) their Wholly-Owned Subsidiaries such that for the most recently ended trailing four fiscal quarter period (A) the Consolidated Adjusted EBITDA that is attributable only to the Wholly-Owned Subsidiaries that guarantees are Subsidiary Guarantors is not less than 95% of the Consolidated Adjusted EBITDA that is attributable to all of the Company’s Wholly-Owned Subsidiaries and (B) the aggregate Net Revenues of the Wholly-Owned Subsidiaries that are Subsidiary Guarantors (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly-Owned Subsidiaries) do not constitute less than 95% of the aggregate Net Revenues of all of the Wholly-Owned Subsidiaries of the Company (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly-Owned Subsidiaries) and (ii) any other Subsidiary that is a guarantor 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 outstanding under the Primary Credit Facility Agreement. In addition to concurrently therewith the foregoing, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that for the most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the Subsidiary Guarantors is not less than 70% of Consolidated Adjusted EBITDA. Notwithstanding the immediately preceding sentence, if the Company complies with Section 9.9, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that for the most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the Subsidiary Guarantors is not less than 60% (rather than 70%) of Consolidated Adjusted EBITDA. (b) Within thirty days after the Issuers create or acquire a new Subsidiary that is required to be a Subsidiary Guarantor pursuant to paragraph (a) above, the Issuers shall (i) cause such new Subsidiary to become a Subsidiary Guarantor by executing and delivering to each holder the holders of a Note Notes a Guaranty Supplement. Joinder Agreement promptly after acquisition or creation of such Subsidiary, and (bii) The Company covenants and agrees that each deliver (A) a certificate of good standing (or equivalent) for such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by from its supporting organizational and authority documents and shall be in good standing in its state jurisdiction of organization and shall have obtained (B) such other documents and certificates as the Required Holders or their counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby, the authority of any necessary foreign qualifications natural Person executing the Guaranty Joinder Agreement on behalf of such Subsidiary and any other legal matters relating to such Subsidiary, this Agreement, the Guaranty Joinder Agreement or the transactions contemplated to occur hereby, all in form and substance reasonably satisfactory to the Required Holders and their counsel. With respect to each new Subsidiary, whether or not such Subsidiary is required to conduct its business. The delivery by provide a Guaranty Joinder Agreement pursuant to paragraph (a) above, the Company Issuers shall promptly send to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility Notes written notice setting forth with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that Person (i) the date on which such Person became a Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity of the Issuers and (ii) all of the data required to be set forth in Schedule 5.4 with respect to any Indebtedness under all Subsidiaries of the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event Issuers. 10. Section 9 of Default shall have occurred and be continuing, (iii) no amount the Existing Note Purchase Agreement is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying hereby amended by adding the following new Section 9.9 at the end thereof as to the matters set forth in clauses (i) through (iii) above.follows:

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries any Subsidiary that guarantees or otherwise becomes liable (i) at any time, whether as time is a borrower party to any Principal Credit Facility or an additional or co-borrower or otherwise, for or (ii) guarantees Indebtedness in respect of any Indebtedness Principal Credit Facility, to enter into a subsidiary guaranty agreement reasonably acceptable to the Required Holders providing for a guaranty of the obligations of the Company under the Primary Credit Facility Notes and this Agreement (a “Subsidiary Guaranty”) and to concurrently therewith become a Subsidiary Guarantor by executing and delivering deliver to each holder of the holders of the Notes (substantially concurrently with the incurrence of any such guaranty obligation pursuant to any Principal Credit Facility) the following items: (a) a Note a Guaranty Supplement.certificate signed by an authorized Responsible Officer of the Company making representations and warranties substantially to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (b) The an opinion of counsel for the Company covenants and agrees addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, substantially to the effect that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be fully authorized limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject to do so by its supporting organizational other usual and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its businesscustomary limitations. ▇▇▇▇▇ ▇▇▇▇▇▇ Industries, Inc. Note Purchase Agreement The delivery by the Company to the holders of the Notes agree to discharge and release any such Subsidiary Guarantor from any Subsidiary Guaranty Supplement shall be deemed a representation and warranty by upon the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf written request of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantorCompany, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, provided that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary Subsidiary Guaranty) as an obligor and guarantor under and in respect of each Principal Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) immediately before at the time of such release and after giving effect discharge, the Company shall deliver a certificate of a Responsible Officer to such release, the holders of the Notes stating that no Default or Event of Default shall have occurred exists, and be continuing, (iii) no amount if any fee or other form of consideration is then due and payable under such Subsidiary Guaranty, and (iv) each given to any holder of a Note Indebtedness of the Company for the purpose of such release, the holders of the Notes shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) abovereceive equivalent consideration.

Subsidiary Guarantors. (a) The Company Borrower will cause any Subsidiary which meets the criteria set forth in the definition of Required Guarantor to execute and deliver a Subsidiary Guaranty to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) (i) within thirty (30) Business Days following the acquisition by such Subsidiary of trademarks or other intangibles material to the conduct of the business of the Borrower and its Subsidiaries 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 the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder case of a Note Required Guarantor described in clause (a) of the definition of the term Required Guarantor), or (ii) within thirty (30) Business Days following the date of the delivery of the consolidating financial statements reflecting the fact that a Guaranty Supplement.Domestic Subsidiary meets such definition of Required Guarantor (in the case of a Required Guarantor described in clause (b) of such definition), or (iii) within thirty (30) days after the closing of the Acquisition of Synavant Inc. (in the case of a Required Guarantor described in clause (c) of such definition). 37 (b) The Company covenants In the event that the sum of the Shareholder’s Equity of the Borrower and agrees that each Subsidiary Guarantor as reflected in a consolidating balance sheet of the Borrower (such Subsidiary which it sum hereinafter referred to as the “Guaranty Equity Sum”) does not exceed 80% of the Shareholder’s Equity of the Borrower as determined on a Consolidated basis (the “Guaranty Equity Threshold”), then the Borrower shall cause such other Domestic Subsidiaries to execute and deliver a Guaranty Supplement and become party to the Subsidiary Guaranty shall as may be fully authorized needed to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required cause the Guaranty Equity Sum to conduct its businessexceed the Guaranty Equity Threshold. The delivery by If the Company to Guaranty Equity Sum does not exceed the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for Equity Threshold after the execution of any other document a Subsidiary Guaranty by all of the holders Domestic Subsidiaries, then the Administrative Agent and the Borrower shall agree to a mutually acceptable guaranty or any other Personsecurity arrangement, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.within thirty

Subsidiary Guarantors. If any Subsidiary is or becomes a borrower, co- borrower, guarantor, obligor or co-obligor under any Principal Credit Facility, such Subsidiary shall concurrently therewith provide a guarantee agreement substantially in the form of Exhibit G hereto (aa “Subsidiary Guaranty”) The or a joinder thereto. Each such Subsidiary Guaranty or joinder thereto shall be accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying its charter and bylaws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Subsidiary Guaranty or joinder and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, and by such other certificates, documents and legal opinions in connection therewith as may be reasonably requested by the Required Holders, each in form and substance reasonably satisfactory to the Required Holders. Notwithstanding the foregoing, the Dutch Subsidiary Issuer shall not be required to enter into a Subsidiary Guaranty until such time as it becomes a guarantor of, or otherwise liable for, Indebtedness of the Company will cause each or any of its Subsidiaries that guarantees or otherwise becomes liable at under any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect Principal Credit Facility. At the election of any Indebtedness under the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor Company and by executing and delivering written notice to each holder of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained Notes, any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will may be automatically released 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 or any other Personholders, provided, in each case, provided that (i) if such Subsidiary does not have Guarantor is a guarantor or is otherwise liable for or in respect of any liability as a guarantorPrincipal Credit Facility, borrower, co-borrower then such Subsidiary Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary its Subsidiary Guaranty) under such Principal Credit Facility, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Principal Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Principal Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder of a Note shall have received a certificate from of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) aboveiv). For the avoidance of doubt, this second paragraph of this paragraph 5H shall apply to the Subsidiary Guarantors under the Subsidiary Guaranty, dated May 5, 2015, pursuant to which Franklin Control Systems, Inc., Pioneer Pump Holdings, Inc., Franklin Electric Ventures LLC, Pioneer Pump, Inc., Franklin Electric International, Inc., Franklin Fueling Systems, Inc., and Intelligent Controls, Inc., each as a Subsidiary Guarantor, has agreed to guaranty the obligations of the Company under this Agreement, and shall apply to each future Subsidiary Guarantor executing a Guarantor Supplement.

Subsidiary Guarantors. (a) The Company will cause each any and all of its Subsidiaries direct and indirect Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly become a Subsidiary Guarantor hereunder by way of execution of a Subsidiary Guaranty or Guarantor Supplement, as applicable. Furthermore, within 30 days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to MetLife, the Purchasers and/or holders of the Notes pursuant to Section 7.1(a) and/or (b), the Company will cause such Domestic Subsidiary to become a Subsidiary Guarantor hereunder by way of execution of a Subsidiary Guaranty or a Guarantor Supplement, as applicable. In connection with the foregoing, the Company shall deliver to MetLife (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) such Organization Documents, officer’s certificates and opinions of in-house counsel as MetLife, the Purchasers and/or holders of the Notes, as applicable, may reasonably request; provided that, upon reasonable request of MetLife, the Purchasers and/or holders of the Notes, as applicable, the Company shall deliver opinions of outside counsel with respect to such Subsidiary Guarantors. Graybar Electric Company, Inc. (b) If at any time any Subsidiary that guarantees is not required to be a Subsidiary Guarantor hereunder provides a guarantee 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 the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise of, the Company’s obligations under the Primary any Material Credit Facility (but applicable to or any other senior Indebtedness in excess of $25,000,000, the Company will then promptly cause such Subsidiary Guaranty(other than Graybar Canada) to become a Subsidiary Guarantor hereunder by way of execution of a Subsidiary Guaranty or a Guarantor Supplement, as applicable; provided, however, that the foregoing shall not apply to any guaranty created, issued, incurred or assumed by a Foreign Subsidiary in respect of Indebtedness incurred by any other Subsidiary so long as such Foreign Subsidiary that creates, incurs or assumes such guaranty has not also created, issued, incurred or assumed a guaranty in respect of Indebtedness incurred by the Company or any Domestic Subsidiary pursuant to the Material Credit Facility. In connection with the foregoing, the Company shall deliver to MetLife (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) such Organization Documents, officer’s certificates and opinions of counsel as MetLife, the Purchasers and/or the holders of the Notes, as applicable, may reasonably request. (c) A Subsidiary Guarantor will be automatically released from all If, at the end of a fiscal quarter, the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (other than the aggregate net revenues of Graybar Management Services, LLC and Graybar Financial Services, Inc. and their respective Subsidiaries) exceeds 10% of the aggregate net revenues of the Company and its obligations and liabilities under its Subsidiary Guaranty without the need Subsidiaries for the execution last 12 month period ended as of the end of such fiscal quarter, the Company shall cause Domestic Subsidiaries that are not Credit Parties to become Subsidiary Guarantors by executing and delivering to MetLife (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) a Guarantor Supplement as and to the extent required so that the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (other document by than the aggregate net revenues of Graybar Management Services, LLC and Graybar Financial Services, Inc. and their respective Subsidiaries) no longer exceeds 10% of the aggregate net revenues of the Company and its Subsidiaries for the last 12 month period ended as of the end of such fiscal quarter. In connection with the foregoing, the Company shall deliver to MetLife (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders or any other Person, provided, in each case, that of the Notes (iafter Notes have been issued) such Subsidiary does not have any liability Organization Documents, officer’s certificates and opinions of counsel as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary GuarantyMetLife, and (iv) each holder the Purchasers and/or holders of a Note shall have received a certificate from a Responsible Officer certifying the Notes, as to the matters set forth in clauses (i) through (iii) aboveapplicable, may reasonably request.

Subsidiary Guarantors. (a) The Company Each Subsidiary Guarantor will cause each not, in a single transaction or series of its Subsidiaries that guarantees related transactions, consolidate with or merge with or into, or convey, transfer, lease or otherwise becomes liable at dispose of all or substantially all its assets to, any timePerson nor permit any Person to merge with or into such Subsidiary Guarantor, whether as unless the transaction is made in compliance with Section 6.04, or (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Person organized and existing under the Primary Credit Facility to concurrently therewith become a Subsidiary laws of the United States of America, any State thereof or the District of Columbia and the Successor Guarantor by executing and delivering to each holder of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to if not the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be Guarantor) will expressly assume in good standing in its state writing all the obligations of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty).Loan Documents; (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such releasetransaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall will have occurred and be continuing, ; (iii) no amount is then due immediately after giving effect to such transaction, either (x) the Borrower would be able to Incur an additional $1.00 of Indebtedness under paragraph (a) of Section 6.13 or (y) the Consolidated Coverage Ratio for the Borrower and payable under its Restricted Subsidiaries would be equal to or greater than immediately prior to such Subsidiary Guaranty, and transaction; (iv) each holder of a Note other Subsidiary Guarantor shall have received delivered a certificate from a Responsible Officer certifying as written instrument in form and substance satisfactory to the matters set forth Administrative Agent confirming its Subsidiary Guarantee and that its obligations under the Loan Documents shall continue to be in clauses effect; and (iv) through the Borrower will have delivered to the Administrative Agent an Officers' Certificate and, upon request of the Administrative Agent, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such assumption of the Subsidiary Guarantee, if applicable, comply with this Agreement. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of such Subsidiary Guarantor, which properties and assets if held by such Subsidiary Guarantor instead of its Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Subsidiary Guarantor. Notwithstanding Section 6.11(a)(ii) and (iii) aboveand Section 6.11(b)(ii), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower, and any Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties or assets to another Subsidiary Guarantor.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries any Subsidiary that guarantees or otherwise becomes liable (i) at any time, whether as time is a borrower party to any Principal Credit Facility or an additional or co-borrower or otherwise, for or (ii) guarantees Indebtedness in respect of any Indebtedness Principal Credit Facility, to enter into a subsidiary guaranty agreement reasonably acceptable to the Required Holders providing for a guaranty of the obligations of the Company under the Primary Credit Facility Notes and this Agreement (a “Subsidiary Guaranty”) and to concurrently therewith become a Subsidiary Guarantor by executing and delivering deliver to each holder of the holders of the Notes (substantially concurrently with the incurrence of any such guaranty obligation pursuant to any Principal Credit Facility) the following items: (a) a Note a Guaranty Supplement.certificate signed by an authorized Responsible Officer of the Company making representations and warranties substantially to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (b) The an opinion of counsel for the Company covenants and agrees addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, substantially to the effect that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be fully authorized limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject to do so by its supporting organizational other usual and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its businesscustomary limitations. South Jersey Industries, Inc. Note Purchase Agreement The delivery by the Company to the holders of the Notes agree to discharge and release any such Subsidiary Guarantor from any Subsidiary Guaranty Supplement shall be deemed a representation and warranty by upon the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf written request of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantorCompany, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, provided that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary Subsidiary Guaranty) as an obligor and guarantor under and in respect of each Principal Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) immediately before at the time of such release and after giving effect discharge, the Company shall deliver a certificate of a Responsible Officer to such release, the holders of the Notes stating that no Default or Event of Default shall have occurred exists, and be continuing, (iii) no amount if any fee or other form of consideration is then due and payable under such Subsidiary Guaranty, and (iv) each given to any holder of a Note Indebtedness of the Company for the purpose of such release, the holders of the Notes shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) abovereceive equivalent consideration.

Subsidiary Guarantors. (a) The Company will cause Parent Guarantor and the Borrower shall, (x) at all times, 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 Subsidiary (whether by acquisition of its Subsidiaries a Property or otherwise) and each Subsidiary that guarantees is not a Subsidiary Guarantor ceasing to be an Excluded Subsidiary, and each Subsidiary of the Parent Guarantor that owns, directly or otherwise becomes liable indirectly, any Equity Interest of any of such Subsidiaries, in each case during the fiscal quarter for which such Compliance Certificate is required, to the extent necessary to satisfy the Guaranty Requirement as of the last day of such fiscal quarter and (y) at all times, not later than the date any time, whether as Subsidiary of the Parent Guarantor that is a borrower or an additional a guarantor, or co-otherwise has a payment obligation in respect of, any Unsecured Indebtedness, becomes a borrower or otherwise, for guarantor or otherwise incurs such payment obligation in respect of such Unsecured Indebtedness (other than intercompany Indebtedness between or among any Indebtedness of the Parent Guarantor, the Borrower and their Subsidiaries), deliver or cause to be delivered to the Administrative Agent each of the following items, each in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary, and (ii) the items with respect to such Subsidiary that would have been delivered under the Primary Credit Facility to concurrently therewith become Sections 6.1.(iv) through (viii) if such Subsidiary had been a Subsidiary Guarantor on the Effective Date (in the case of Section 6.1.(iv), only to the extent requested by executing and delivering to each holder 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 a Note a Guaranty SupplementSections 4.1. or 4.2. (b) The Company covenants After giving pro forma effect to any Subsidiary that shall become a Subsidiary Guarantor in accordance with Section 8.14.(a)(x),the Parent Guarantor and agrees that each such Subsidiary which it the Borrower shall cause not permit Unencumbered Asset Value attributable to execute Borrowing Base Properties directly owned in fee simple by, or subject to a Guaranty Supplement Qualified Ground Lease to, the Borrower and become party the Guarantors to be less than 90% of the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state total Unencumbered Asset Value as of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders last day of any such fiscal quarter (the “Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary GuarantyRequirement”). (c) A 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 will be automatically released from all of its obligations and liabilities under its Subsidiary the Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that so long as: (i) such Subsidiary does not have any liability as 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 will cease to be, a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, Subsidiary; (ii) immediately before and after giving effect such Subsidiary Guarantor is not otherwise required to such release, be a party to the Guaranty under Section 8.14.(a); (iii) no Default or Event of Default shall have occurred and then be continuingin existence or would occur as a result of such release, (iii) no amount is then due and payable under such Subsidiary Guarantyincluding, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; and (iv) each holder of a Note 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 Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a certificate from a Responsible Officer certifying as to representation by the Borrower that the matters set forth in clauses the preceding sentence (iboth as of the date of the giving of such request and as of the date of the effectiveness of such request) through (iii) aboveare 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 release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower.

Subsidiary Guarantors. (a) The Company will Borrower shall cause each of its Subsidiaries that guarantees to execute and deliver to the Administrative Agent the Guaranty required from each Subsidiary Guarantor under this Agreement. Except as otherwise provided in Section 5.18(b), the Borrower shall cause each Subsidiary first formed or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect acquired after the date hereof which satisfies the requirements of any Indebtedness under the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor by executing hereunder to execute and delivering deliver to each holder of the Administrative Agent a Note a Guaranty Supplementjoinder in the Subsidiary Guaranty. (b) The Company covenants Upon the Borrower obtaining an Investment Grade Rating from at least one of S&P or ▇▇▇▇▇’▇, and agrees provided that each no Event of Default is then occurring, at Borrower’s request, the Subsidiary Guarantors shall be automatically released from their obligations under the Guaranty once Borrower provides a certification to Administrative Agent that the Subsidiary Guarantors have been released from liability for any other Indebtedness and from liability under any guaranties of Indebtedness. At the request of Administrative Agent, Borrower shall provide documentation to Administrative Agent evidencing such Subsidiary which it release, and subject to Section 5.18(c) below, no Subsidiaries of the Borrower shall cause thereafter be required to execute deliver a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty)hereunder. (c) A From and after the date the Subsidiary Guarantor will be automatically Guarantors are released from all of its obligations and liabilities the Guaranty as provided under its Section 5.18(b) above, the Borrower shall promptly, from time to time, deliver to the Administrative Agent a replacement Guaranty from any Subsidiary Guaranty without the need that, but for the execution provisions of Section 5.18(b), would have been required to be a Subsidiary Guarantor, upon the occurrence of any other document by of the holders following: 1. such Subsidiary (or any other PersonSubsidiary that directly or indirectly own an Equity Interest in such Subsidiary) Guarantees, providedor otherwise becomes obligated in respect of, in each caseany Indebtedness of Parent, that (i) the Borrower or any Subsidiary of the Parent or Borrower; or 2. such Subsidiary does not have (or any liability as a guarantorother Subsidiary that directly or indirectly own an Equity Interest in such Subsidiary) has incurred, borrower, co-borrower acquired or other similar capacity with respect suffered to exist any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) aboveIndebtedness.

Subsidiary Guarantors. (a) The Company will cause each any Subsidiary which is required by the terms of its Subsidiaries that guarantees the Bank Credit Agreement to become obligated for, or otherwise becomes liable at any timeguarantee, whether as a borrower or an additional or co-borrower or otherwise, for or Debt in respect of any Indebtedness under the Primary Bank Credit Facility Agreement, to concurrently therewith become a Subsidiary Guarantor by executing and delivering deliver to each holder of the Holders of the Notes (concurrently with the incurrence of any such obligation) the following items: (i) a duly executed guaranty agreement (the “Subsidiary Guaranty”) in scope, form and substance satisfactory to the Required Holders; (ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. Note a Purchase Agreement (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the Holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty Supplementby such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The Company covenants holders of the Notes agree to discharge and agrees that each such release any Subsidiary which it shall cause to execute a Guaranty Supplement and become party to Guarantor from the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by upon the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf written request of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantorCompany, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, provided that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit FacilityAgreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) immediately before at the time of such release and after giving effect discharge, the Company shall deliver a certificate of a Responsible Officer to such release, the holders of the Notes stating that no Default or Event of Default shall have occurred exists, and be continuing, (iii) no amount if any fee or other form of consideration is then due and payable under such Subsidiary Guaranty, and (iv) each given to any holder of a Note Debt of the Company for the purpose of such release, holders of the Notes shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) abovereceive equivalent consideration.

Subsidiary Guarantors. (a) The Company will cause each All future Subsidiaries of its Subsidiaries that guarantees or otherwise becomes liable the Company, other than Foreign Subsidiaries, shall, subject to the limitations set forth in Article X, jointly, severally, irrevocably and unconditionally, guarantee all principal, premium, if any, and interest on the Notes on a senior basis and shall execute a supplemental indenture substantially in the form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of the supplemental indenture. If, at any time, whether as a borrower the Company or an additional any of its Subsidiaries declares or co-borrower pays any dividend to or otherwisemakes any distribution or other payment or transfer to any Foreign Subsidiary in violation of Section 4.9 hereof, for or in respect of any Indebtedness under then such Foreign Subsidiary shall, to the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor extent not prohibited by executing and delivering to each holder of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to law, execute a Guaranty Supplement supplemental indenture substantially in the form of Exhibit E hereto and become party deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational Trustee regarding the due authorization, execution and authority documents and shall be in good standing in its state delivery of organization and shall have obtained any necessary foreign qualifications required to conduct its businesssuch supplemental indenture. The delivery by the Company Notwithstanding anything herein to the holders contrary, if any Subsidiary (including Foreign Subsidiaries) of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute is not a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained Guarantor Guarantees any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf other Indebtedness of the Company or such any Subsidiary (other than a Foreign Subsidiary that is not a Guarantor), or the Company or a Subsidiary of the Company, individually or collectively, pledges, directly or indirectly more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the lenders under Indebtedness of the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders Company or any other Personof the Guarantor’s Indebtedness, providedthen, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth extent not prohibited by law, such Foreign Subsidiary must become a Guarantor and shall execute a supplemental indenture substantially in clauses (i) through (iii) abovethe form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of the supplemental indenture.

Subsidiary Guarantors. At any time prior to the satisfaction of the US Subsidiary Guaranty Release Requirement, the Subsidiary Guarantors include all the Material Subsidiaries, other than Foreign Subsidiaries and Receivables Subsidiaries. (af) The Company will cause each Adding the following at the end of its Subsidiaries that guarantees or otherwise becomes liable at Section 5.09 of the Credit Agreement before the period: ; provided that, if the US Subsidiary Guaranty Release Requirement has been satisfied and such satisfaction has been certified to the Administrative Agent by the chief financial officer of the Company, (x) any time, whether as a borrower or an additional or cothen-borrower or otherwise, for or in respect of any Indebtedness existing Subsidiary Guarantors shall be released from their obligations under the Primary Credit Facility Subsidiary Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement (other than as to concurrently therewith obligations that are expressly stated in the Subsidiary Guarantee Agreement or the Indemnity, Subrogation and Contribution Agreement, as the case may be, to survive termination thereof), (y) this Section 5.09 shall no longer apply to require any additional US Subsidiaries to become Subsidiary Guarantors and (z) the Administrative Agent shall, upon request of the Company, execute and deliver to the Company such documentation as may be reasonably requested by the Company from time to time to release any such Subsidiary Guarantors from their obligations under the Subsidiary Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement (other than as to obligations that are expressly stated in the Subsidiary Guarantee Agreement or the Indemnity, Subrogation and Contribution Agreement, as the case may be, to survive such termination); provided that the Company may elect in its discretion to redesignate a Material Subsidiary as a Subsidiary Guarantor by executing causing such Material Subsidiary to provide a guaranty of the Obligations in favor of the Administrative Agent and delivering the Lenders (in their capacity as lenders hereunder) in form and substance substantially in the form of Exhibit C or otherwise reasonably satisfactory to each holder the Administrative Agent, and thereafter such Material Subsidiary shall be designated as a Subsidiary Guarantor; provided further however that, whether prior to or after satisfaction of the US Subsidiary Guaranty Release Requirement, no Material Subsidiary of the Company shall guarantee (i) senior, unsecured notes issued by the Company, or (ii) any other Debt of the Company in an aggregate principal amount of more than $25,000,000, unless the following requirements are met: (1) such Debt shall at all times rank pari passu with or junior in right of payment to the Obligations, (2) such Debt shall be guaranteed only by one or more Subsidiaries that have provided (or substantially simultaneously therewith provide) guaranties of the Obligations in favor of the Administrative Agent and the Lenders (in their capacity as lenders hereunder) in form and substance substantially in the form of Exhibit C or otherwise reasonably satisfactory to the Administrative Agent, and (3) in the event such Debt is entered into prior to the satisfaction of the US Subsidiary Guaranty Release Requirement, such Debt does not restrict the Guarantee Requirement (g) Adding the following sentence at the end of Section 6.01 of the Credit Agreement: The parties hereto acknowledge that if the US Subsidiary Guaranty Release Requirement has been satisfied, the reference to “that is not a Note Subsidiary Guarantor” set forth above in this Section 6.01 shall be disregarded and such determination of Debt permitted by this Section 6.01 shall be made based on such Debt of all Material Subsidiaries, except to the extent that any such Material Subsidiary is a Guaranty SupplementSubsidiary Guarantor. (bh) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to Adding the following at the end of clause (A) of Section 6.04(a) of the Credit Agreement before the “and” at the end thereof: unless the US Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement Release Requirement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty).satisfied (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under Adding the Primary following at the end of Section 6.04(b) of the Credit Facility, (ii) immediately Agreement before the period: and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due if the US Subsidiary Guaranty Release Requirement has been satisfied, in the case of any merger or consolidation to which a Borrower shall be a party, the survivor of such merger or consolidation shall be a Borrower (j) Deleting Section 6.06 of the Credit Agreement and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to inserting the matters set forth following in clauses (i) through (iii) above.lieu thereof:

Subsidiary Guarantors. (a) The Company will cause each Subsidiary which has provided or does provide a Guaranty of its Subsidiaries that guarantees the Indebtedness of the Company or otherwise any Subsidiary under a Bank Credit Agreement (regardless of whether it has previously been discharged from any such Guaranty and becomes liable at any time, whether as under a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under the Primary Credit Facility new Guaranty) to concurrently therewith become a Subsidiary Guarantor on a joint and several basis with all other Subsidiary Guarantors under the Subsidiary Guaranty as promptly as practicable after (but in any event within 30 days of) the date such Subsidiary first guaranties such Indebtedness, by executing causing such Subsidiary to execute and delivering deliver to each holder the holders of the Notes a Note a joinder agreement to the Subsidiary Guaranty Supplementin the form attached to the Subsidiary Guaranty, together with all documents and opinions which the Required Holders may reasonably request relating to the existence of such Subsidiary, the corporate or other authority for and the validity of the Subsidiary Guaranty, and any other matters reasonably determined by the Required Holders to be relevant thereto, all in form and substance reasonably satisfactory to the Required Holders. (b) The Company covenants and agrees holders of the Notes agree that each such if the obligations of a Subsidiary which it shall cause to execute Guarantor, whether direct or indirect, as a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state co-borrower, guarantor or otherwise, of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by Indebtedness of the Company to or its Subsidiaries under any Bank Credit Agreement shall, at any time after the First Closing Date, be terminated by the holders of any such Guaranty Supplement shall be deemed Indebtedness, the holders of the Notes shall, within 30 days of receipt of a representation written request of the Company, take such action and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority such documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of as the Company or such Subsidiary Guarantor shall reasonably request to give effect to the lenders termination, release and discharge of such Subsidiary’s obligations under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability so long as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default is continuing;; provided, however, that such Subsidiary Guarantor shall have occurred not be released from its obligations as a Subsidiary Guarantor if in connection with the release of such Subsidiary Guarantor from its obligations under its Guaranty of the Indebtedness of the Company or any Subsidiaries under any Bank Credit Agreement, the Company or any of its Subsidiaries pays any consideration to the holders of such Indebtedness in consideration of such release, unless the holders of Notes are paid equivalent consideration for such release; and be continuingprovided, further, that in the event any such Subsidiary Guarantor shall at any time after the release provided for in this Section 9.6 enter into a Guaranty of, or otherwise become directly or indirectly liable for (whether by way of becoming a co-borrower, guarantor or otherwise), all or any part of the Indebtedness of the Company or its Subsidiaries under a Bank Credit Agreement, the Company will cause such Subsidiary Guarantor contemporaneously with entering into any such Guaranty or incurring such liability (and in any event within 30 days thereafter) to execute and deliver to the holders of the Notes, (iiii) no amount is then due and payable under such a joinder agreement to the Subsidiary GuarantyGuaranty in accordance with the provisions thereof, and (ivii) such opinions of counsel, certificates accompanying authorizing resolutions and corporate or similar documents, and such other agreements, instruments and other documents as the Required Holders may reasonably request, each holder of a Note shall have received a certificate from a Responsible Officer certifying as foregoing in form and substance reasonably satisfactory to the matters set forth in clauses (i) through (iii) aboveRequired Holders.

Subsidiary Guarantors. (ai) The Company will (x) cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timeliable, whether as a borrower or an additional or co-borrower or otherwise, otherwise for or in respect of any Indebtedness under the Primary Bank Credit Facility Agreement or any of the Bonds or any other unsecured Indebtedness of the Company (collectively, “Parity Indebtedness”), to concurrently therewith become therewith, and (y) within five Business Days after the Company fails to maintain an Investment Grade Rating from any two of the Rating Agencies, cause each Unencumbered Property Owner Subsidiary to: (1) execute a Subsidiary Guarantor by executing and delivering Guaranty Agreement substantially in the form of Exhibit SGA (the “Subsidiary Guaranty Agreement”) or, if the Subsidiary Guaranty Agreement is then in effect, a supplement to the Subsidiary Guaranty Agreement in the form of Exhibit A thereto (a “Subsidiary Guaranty Supplement”); and (2) deliver the following to each holder of a Note a Note: (a) the executed Subsidiary Guaranty Agreement or, if applicable, an executed counterpart of such Subsidiary Guaranty Supplement; (b) 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(b), 5.2(b), 5.6(b), 5.7(b) and 5.19 of this Agreement (but with respect to such Subsidiary, the Subsidiary Guaranty Agreement and, if applicable, such Subsidiary Guaranty Supplement) and in the form attached hereto as Exhibit 9.9(a)(2)(ii); (c) a certificate signed by a secretary or a similar duly authorized officer of such Subsidiary which contains, as exhibits thereto, copies of (A) the unanimous written consent or authorizing resolutions of the board of directors, sole member or other governing body, as applicable, of such Subsidiary with respect to the transactions described in the Subsidiary Guaranty Agreement and, if applicable, such Subsidiary Guaranty Supplement, (B) such Subsidiary’s articles or certificate of organization (or similar constituent document) as then in effect, as evidenced by a certificate dated not less than 30 days before the date of the Subsidiary Guaranty Agreement or, if applicable, such Subsidiary Guaranty Supplement issued by the secretary of state or comparable official of such Subsidiary’s jurisdiction of organization, (C) such Subsidiary’s by-laws, operating agreement, partnership agreement or similar constituent document, as then in effect, (D) a copy of a good standing (or comparable) certificate with respect to such Subsidiary, dated not less than 30 days before the date of the Subsidiary Guaranty Agreement or, if applicable, such Subsidiary Guaranty Supplement, issued by the secretary of state or comparable official of such Subsidiary’s jurisdiction of organization and (E) an incumbency and signatures schedule of the officers of such Subsidiary Guarantor; and (d) an opinion of counsel reasonably satisfactory to the Required Holders covering the matters set forth in Section III paragraphs 2, 4, 5, 7 and 9 of Schedule 4.4 (a) but relating to such Subsidiary, the Subsidiary Guaranty Agreement and, if applicable, such Subsidiary Guaranty Supplement, and which opinion may be subject to assumptions, qualifications and limitations similar to those set forth in said Schedule 4.4(a). (b) The At the election of the Company covenants and agrees by written notice to each holder of Notes, any Subsidiary Guarantor that each such Subsidiary which it shall cause to execute is a Guaranty Supplement and become party to the Subsidiary Guaranty Agreement (including any Subsidiary Guarantor that becomes a party thereto by virtue of a Subsidiary Guaranty Supplement) shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released 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 or any other Personholders, provided, in each case, provided that (i1) at the time of such release and discharge, the Company shall have an Investment Grade Rating from at least two of the Rating Agencies, (2) if such Subsidiary does not have Guarantor is a guarantor or is otherwise liable for or in respect of any liability as a guarantorParity Indebtedness, borrower, co-borrower then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty Agreement) from its Guaranty or other similar capacity with liability in respect to any Indebtedness under the Primary Credit Facilityof such Parity Indebtedness, (ii3) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuing, (iii4) no amount is then due and payable under the Subsidiary Guaranty Agreement, (5) if in connection with such Subsidiary GuarantyGuarantor being released and discharged from its Guaranty or other liability in respect of such Parity Indebtedness, any fee or other form of consideration (excluding reimbursement of expenses) is given to any holder of Indebtedness under any such agreement for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (iv6) each holder of a Note shall have received a certificate from of a Responsible Officer of the Company certifying as to the matters set forth in clauses (i1) through (iii5). (c) aboveNotwithstanding the requirements of Section 17.1, the consent of each holder of Notes shall be required for any release and discharge of all or substantially all of the Subsidiary Guarantors from their obligations and liabilities under the Subsidiary Guaranty Agreement that is not made in accordance with the preceding sentence. 1.10. Section 9.10 of the Original Note Purchase Agreement shall be and is hereby amended and restated in its entirety to read as follows:

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timean obligor, whether as a borrower or an additional or co-co- borrower or otherwise, for or in respect of any Indebtedness Debt under the Primary any Material Credit Facility to or any Existing Note Purchase Agreement to: (i) concurrently therewith become enter into an agreement substantially in the form of Schedule 9.7(a) (a “Subsidiary Guarantor by executing and delivering Guaranty”); and (ii) within five Business Days thereafter, deliver the following to each holder of a Note a Note: (A) an executed counterpart of such Subsidiary Guaranty; (B) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite legal entity action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplementand the performance by such Subsidiary of its obligations thereunder; (C) 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) evidence of the acceptance by the Company of the appointment of designation, as such Subsidiary Guarantor’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to February 26, 2027 (and the payment in full of all fees in respect thereof). (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to At the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state election of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver written notice to each holder copies of Notes, any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will may be automatically released 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 or any other Personholders, provided, in each case, provided that (i) if such Subsidiary does not have Guarantor is a guarantor or obligor in respect of any liability Material Credit Facility or any Existing Note Purchase Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility and each such Existing Note Purchase Agreement, as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facilitycase may be, (ii) immediately before at the time of, and after giving effect to to, such releaserelease and discharge, no Default or Event of Default shall have occurred and be continuingexisting, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or Existing Note Purchase Agreement for such release, the holders of the Notes shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) each holder of a Note shall have received a certificate from of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iiiiv). In the event of any such release, for purposes of Section 10.1, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) aboveshall be deemed not to be a Person that is liable in respect of a Material Credit Facility if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Material Credit Facility and (ii) is not obligated for, or does not otherwise guaranty, the obligations under a Material Credit Facility of any Person who is organized under the laws of the United States of America or any state thereof. Section 1.2. A new Section 9.9 of the Note Purchase Agreement shall be added to read as follows:

Subsidiary Guarantors. (a) The Company will cause each All future Subsidiaries of its Subsidiaries that guarantees or otherwise becomes liable the Company, other than Foreign Subsidiaries, shall, subject to the limitations set forth in Article X, jointly, severally, irrevocably and unconditionally, guarantee all principal, premium, if any, and interest on the Notes on a senior basis and shall execute a supplemental indenture substantially in the form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of the supplemental indenture. If, at any time, whether as a borrower the Company or an additional any of its Subsidiaries declares or co-borrower pays any dividend to or otherwisemakes any distribution or other payment or transfer to any Foreign Subsidiary in violation of Section 4.9 hereof, for or in respect of any Indebtedness under then such Foreign Subsidiary shall, to the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor extent not prohibited by executing and delivering to each holder of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to law, execute a Guaranty Supplement supplemental indenture substantially in the form of Exhibit E hereto and become party deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational Trustee regarding the due authorization, execution and authority documents and shall be in good standing in its state delivery of organization and shall have obtained any necessary foreign qualifications required to conduct its businesssuch supplemental indenture. The delivery by the Company Notwithstanding anything herein to the holders contrary, if any Subsidiary (including Foreign Subsidiaries) of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute is not a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained Guarantor Guarantees any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf other Indebtedness of the Company or such any Subsidiary (other than a Foreign Subsidiary that is not a Guarantor), or the Company or a Subsidiary of the Company, individually or collectively, pledges, directly or indirectly more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the lenders under Indebtedness of the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders Company or any other Personof the Guarantor's Indebtedness, providedthen, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth extent not prohibited by law, such Foreign Subsidiary must become a Guarantor and shall execute a supplemental indenture substantially in clauses (i) through (iii) abovethe form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of the supplemental indenture.

Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries any Subsidiary that guarantees or otherwise becomes liable (a) at any time, whether as time is a borrower party to any Principal Credit Facility or an additional or co-borrower or otherwise, for or (b) guarantees Indebtedness in respect of any Indebtedness Principal Credit Facility, to enter into a subsidiary guaranty agreement reasonably acceptable to the Required Holders providing for a guaranty of the obligations of the Company under the Primary Credit Facility Notes and this Agreement (a “Subsidiary Guaranty”) and to concurrently therewith become a Subsidiary Guarantor by executing and delivering deliver to each holder of a Note a Guaranty Supplement.the holders of the Notes (substantially concurrently with the incurrence of any such guaranty obligation pursuant to any Principal Credit Facility) the following items: (bi) The a certificate signed by an authorized Responsible Officer of the Company covenants making representations and agrees that each warranties substantially to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary which it shall cause and the Subsidiary Guaranty, as applicable; and (ii) an opinion of counsel for the Company addressed to execute a Guaranty Supplement and become party each of the holders of the Notes reasonably satisfactory to the Required Holders, substantially to the effect that the Subsidiary Guaranty shall by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be fully authorized limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject to do so by its supporting organizational other usual and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its businesscustomary limitations. The delivery by the Company to the holders of the Notes agree to discharge and release any such Subsidiary Guarantor from any Subsidiary Guaranty Supplement shall be deemed a representation and warranty by upon the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf written request of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantorCompany, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, provided that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower Guarantor has been released and discharged (or other similar capacity will be released and discharged concurrently with respect to any Indebtedness the release of such Subsidiary Guarantor under the Primary Subsidiary Guaranty) as an obligor and guarantor under and in respect of each Principal Credit FacilityFacility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) immediately before at the time of such release and after giving effect discharge, the Company shall deliver a certificate of a Responsible Officer to such release, the holders of the Notes stating that no Default or Event of Default shall have occurred exists, and be continuing, (iii) no amount if any fee or other form of consideration is then due and payable under such Subsidiary Guaranty, and (iv) each given to any holder of a Note Indebtedness of the Company for the purpose of such release, the holders of the Notes shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) abovereceive equivalent consideration.

Subsidiary Guarantors. If any Subsidiary of the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (aother than the Existing Credit Facility, (each such obligation a “Debt Security”) The the Company will shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of 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 the Primary Credit Facility assets concurrently to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a “Subsidiary Guarantee”) all of the Company’s obligations under the Securities and this Indenture on a Note a Guaranty Supplement. senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (b1) The Company covenants guaranteed such other Debt Securities and agrees (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Subsidiary which it shall cause Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to execute a Guaranty Supplement customary exceptions concerning creditors’ rights and become party to the Subsidiary Guaranty equitable principles). Such supplemental indenture shall be fully authorized to do so executed by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or manual signature on behalf of the Company or each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the lenders under execution and delivery of the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional supplemental indenture or co-borrower or otherwise under did not hold such offices at the Primary Credit Facility (but applicable to date of such Subsidiary Guaranty)supplemental indenture. (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.

Subsidiary Guarantors. Each Subsidiary of the Company listed on Schedule I hereto shall initially be a Subsidiary Guarantor. For so long as the Company’s 81/2 % Senior Subordinated Notes due 2011 are outstanding, (a) The if any other Subsidiary of the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as shall become a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness subsidiary guarantor under the Primary Credit Facility Company’s 81/2% Senior Subordinated Notes due 2011, the Company shall cause such Subsidiary concurrently to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Guaranty Supplement. (b) The if any Subsidiary of the Company covenants is released from its Guarantee of the Company’s 81/2% Senior Subordinated Notes due 2011, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s 81/2% Senior Subordinated Notes due 2011 when due at maturity, upon redemption, repurchase or otherwise, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or Subordinated Obligation that shall be Guaranteed by any Subsidiary of the Company and agrees such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that each had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 17) to become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary, except that such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s 81/2% Senior Subordinated Notes due 2011 are outstanding and such Subsidiary is not added as a guarantor under the 81/2% Senior Subordinated Notes due 2011; provided, however, that such exception shall expire when the 81/2% Senior Subordinated Notes due 2011 cease to be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder. If (a) any such Subsidiary which it shall cause to execute become a Guaranty Supplement and become party Subsidiary Guarantor of the Notes pursuant to the immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, or (b) if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Subsidiary Guaranty shall cease to be fully authorized a Subsidiary Guarantor hereunder. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to do so by its supporting organizational and authority documents and shall be in good standing in its state the Trustee an Officers’ Certificate certifying to that effect as of organization and shall have obtained the date of such Officers’ Certificate; then automatically, without the requirement of any necessary foreign qualifications required to conduct its business. The delivery further action by the Company to Company, such Subsidiary or the holders Trustee, the Subsidiary Guarantee of any such Guaranty Supplement Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 17. A Subsidiary Guarantee by a representation Subsidiary Guarantor shall be signed in the name and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to by the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional manual or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all facsimile signature of its obligations and liabilities under President, any Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), its Subsidiary Guaranty without the need for the execution of any other document by the holders Treasurer, its Secretary or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) aboveAssistant Secretary.

Subsidiary Guarantors. (a) The Company will cause each of its the Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-co- borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility, concurrently therewith, to: (1) enter into a subsidiary guaranty agreement substantially in the Primary Credit Facility to concurrently therewith become form of Exhibit SG (a “Subsidiary Guaranty”) or, if a Subsidiary Guarantor by executing and delivering Guaranty is then in effect, a supplement to such Subsidiary Guaranty in the form of Exhibit A thereto (a “Subsidiary Guaranty Supplement”); and (2) deliver the following to each holder of a Note a Note: (i) an executed counterpart of such Subsidiary Guaranty or such Subsidiary Guaranty Supplement, as the case may be; (ii) 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 such Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations under the Subsidiary Guaranty; and (iii) if requested by the Required Holders, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary, such Subsidiary Guaranty Supplement or the Subsidiary Guaranty, as the case may be, as the Required Holders may reasonably request. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to At the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state election of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver written notice to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Notes containing a certification by a Responsible Officer as to the matters set forth in clauses (1) through (3) below, any Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will may be automatically released 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 or any other Personholders, providedif, in each case, that as at the date of such notice (i1) such Subsidiary does Guarantor is not have any liability as a guarantor, borrower, co-borrower guarantor or other similar capacity with otherwise liable for or in respect to of any Indebtedness under any Material Credit Facility (or will be released and discharged concurrently from such Material Credit Facility with the Primary Credit Facilityrelease of such Subsidiary Guarantor under the Subsidiary Guaranty), (ii2) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, continuing or would result therefrom and (iii3) no amount is then due and payable under such the Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.

Subsidiary Guarantors. (a) The Each Subsidiary of the Company will listed on Schedule I hereto shall initially be a Subsidiary Guarantor. If any other Subsidiary of the Company shall become a subsidiary guarantor under the Company’s Senior Subordinated Indebtedness, the Company shall cause each such Subsidiary concurrently to become a Subsidiary Guarantor. If any Subsidiary of the Company is released from its Subsidiaries that guarantees or otherwise becomes liable Guarantee of the Company’s Senior Subordinated Indebtedness, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s Senior Subordinated Indebtedness when due at any timematurity, whether as a borrower or an additional or co-borrower upon repurchase or otherwise, except as described below, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or in respect a Subordinated Obligation shall be Guaranteed by any Subsidiary of the Company and such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Indebtedness Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under the Primary Credit Facility this Article 16) to concurrently therewith become a Subsidiary Guarantor by executing hereunder and delivering concurrently to each holder Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary. If (a) any such Subsidiary which shall become a Note a Guaranty Supplement. Subsidiary Guarantor of the Notes pursuant to the immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, or (b) The Company covenants and agrees that each if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Subsidiary which shall cease to be a Subsidiary Guarantor hereunder. For the avoidance of doubt, a Subsidiary Guarantor may be released from its Guarantee of the Notes so long as contemporaneously therewith, it is also released as a Subsidiary Guarantor from all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation. In furtherance of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of the Notes if such release allows the Subsidiary Guarantor to be released from its Guarantee of all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation and such Subsidiary Guarantor is subsequently released from its Guarantee of such outstanding Senior Subordinated Indebtedness or Subordinated Obligation. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall cause to execute a Guaranty Supplement and become party deliver to the Subsidiary Guaranty shall be fully authorized Trustee an Officers’ Certificate certifying to do so by its supporting organizational and authority documents and shall be in good standing in its state that effect as of organization and shall have obtained the date of such Officers’ Certificate; then automatically, without the requirement of any necessary foreign qualifications required to conduct its business. The delivery further action by the Company to Company, such Subsidiary or the holders Trustee, the Subsidiary Guarantee of any such Guaranty Supplement Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 16. A Subsidiary Guarantee by a representation Subsidiary Guarantor shall be signed in the name and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor by the manual or facsimile signature of its President, any Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), its Treasurer, its Secretary or any Assistant Secretary. A Subsidiary Guarantee bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the lenders under execution and delivery of the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional Guarantee or co-borrower or otherwise under did not hold such offices at the Primary Credit Facility (but applicable to date of such Subsidiary Guaranty)Guarantee. (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, (ii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and (iv) each holder of a Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) through (iii) above.

Subsidiary Guarantors. (a) The Company will cause each Each Subsidiary Guarantor may not consolidate, amalgamate or merge with or into or wind up into (whether or not the applicable Subsidiary Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its Subsidiaries that guarantees properties or otherwise becomes liable at assets, in one or more related transactions, to any timeRestricted Subsidiary (other than an Issuer) unless: (i) the applicable Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, whether as amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a borrower Person organized or an additional or co-borrower or otherwise, for or in respect of any Indebtedness existing under the Primary Credit Facility to concurrently therewith become a Subsidiary Guarantor by executing and delivering to each holder laws of a Note a Guaranty Supplement. (b) The Company covenants and agrees that each such Subsidiary which it shall cause to execute a Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state jurisdiction of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders or under the Primary Credit Facility with respect to that laws of a Permitted Jurisdiction (such Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, providedas the case may be, in each case, that (i) such being herein called “Successor Subsidiary does not have any liability as a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the Primary Credit Facility, Guarantor”); (ii) the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Notes and this Indenture pursuant to a supplemental indenture; (iii) immediately before and after giving effect to such releasetransaction, no Default or Event of Default shall have occurred and be continuing, (iii) no amount is then due and payable under such Subsidiary Guaranty, and ; (iv) each holder of a Note the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, shall have received a certificate from a Responsible Officer certifying as delivered, or cause to be delivered, to the matters set forth in clauses Trustee an Opinion of Counsel (iwhich may contain customary exceptions) through stating that the Guarantee to be provided by such Successor Subsidiary Guarantor has been duly authorized, executed and delivered by such Successor Subsidiary Guarantor and constitutes the legal, valid and enforceable obligation of such Successor Subsidiary Guarantor; and (v) the Successor Subsidiary Guarantor shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) aboveany Restricted Subsidiary may consolidate or amalgamate with or merge with or into a Subsidiary Guarantor; (B) any Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of such Subsidiary Guarantor solely for the purpose of reincorporating such Subsidiary Guarantor in a Permitted Jurisdiction; and (C) any Subsidiary Guarantor may be converted into, or reorganized or reconstituted in a Permitted Jurisdiction. (b) The Successor Subsidiary Guarantor (if other than the applicable Subsidiary Guarantor) will succeed to, and be substituted for, the applicable Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee and in such event the applicable Subsidiary Guarantor will automatically be released and discharged from its obligation under this Indenture and such Subsidiary Guarantor’s Guarantee.