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The Parent Borrower will cause any and all of its 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 Joinder Agreement. Furthermore, within thirty (30) days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to the Domestic Administrative Agent pursuant to [Section 7.01(a)] and/or (b), the Parent Borrower will cause such Domestic Subsidiary to become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request.

The ParentSubject to applicable law, the Borrower willand each other Loan Party shall cause any and alleach of its direct and indirectwholly-owned Material Domestic Subsidiaries, whether newly formed,Subsidiaries formed or acquired on or after acquired or otherwise existing,the date of this Agreement in accordance with the terms of this Agreement and each Subsidiary which hereafter becomes a Material Domestic Subsidiary, in each case, to promptly become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. Furthermore,Loan Party, within thirty (30) days (or such later date as the Administrative Agent may agree) after a Domesticthe date of such formation or acquisition (or after the date on which such Subsidiary becomes a Material Domestic Subsidiary, as determinedapplicable), by executing a joinder agreement substantially in the financial statements delivered to the Domestic Administrative Agent pursuant to [Section 7.01(a)] and/or (b), the Parent Borrower will causeform of [Exhibit C] (a “Joinder Agreement”). Upon execution and delivery thereof, each such Domestic Subsidiary toPerson shall automatically become a Loan Guarantor hereunder by wayand thereupon shall have all of execution of a Joinder Agreement. In connection with the foregoing,rights, benefits, duties, and obligations in such capacity under the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request.Loan Documents.

The Parent Borrower will causeSection # Guarantors. If, as of the date of the most recently available financial statements delivered pursuant to [Section 5.01(a) or (b)])], as the case may be, any and all of its direct and indirect Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptlyPerson shall have become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. Furthermore, within thirty (30) days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, then the Borrower shall, # within 45 days thereafter (or such longer period of time as determined by the financial statements delivered to the Domestic Administrative Agent pursuant to [Section 7.01(a)] and/or (b), the Parent Borrower willmay agree in its sole discretion) after delivery of such financial statements, cause such Material Domestic Subsidiary to becomeenter into a Guarantor hereunderGuaranty, or, if a Guaranty has previously been entered into by way of execution of a Joinder Agreement. In connection withMaterial Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the foregoing,Administrative Agent, and # on or prior to the Parent Borrower shalldate any Guaranty or joinder agreement to a Guaranty has been delivered pursuant to [clause (i) above], deliver to the DomesticAdministrative Agent, each Issuing Bank and each [[Organization C:Organization]] all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act. If requested by the Administrative Agent, the Administrative Agent such chartershall receive an opinion of counsel for the Borrower in customary form and organizational documents and opinions of in-house counsel assubstance reasonably satisfactory to the Domestic Administrative Agent mayin respect of matters reasonably request.requested by the Administrative Agent relating to any Guaranty or joinder agreement delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement.

The Parent BorrowerLoan Parties will cause any and alleach of its direct and indirecttheir Material Domestic Subsidiaries,Subsidiaries whether newly formed, after acquired or otherwise existing,existing to promptly become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. Furthermore,(and in any event within thirty (30) days after a Domesticsuch Subsidiary becomes a Material Domestic Subsidiary,is formed or acquired (or such longer period of time as determinedagreed to by the financial statements delivered to the Domestic [[Administrative Agent pursuant to [Section 7.01(a)Agent:Organization]] and/or (b), the Parent Borrower will cause such Domestic Subsidiary toin its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement.Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the . In connection therewith, the Loan Parties shall give notice to the [[Administrative Agent:Organization]] not less than ten (10) days prior to creating a Material Subsidiary (or such shorter period of time as agreed to by the [[Administrative Agent:Organization]] in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, and within the Parent Borrowerperiod of time provided in the first sentence of this [Section 6.13], the Loan Parties shall deliver to the Domestic [[Administrative AgentAgent:Organization]], with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to [Sections 4.01(b) and (i) and 6.14]4]4] and such charter and organizationalother documents and opinions of in-house counselor agreements as the Domestic [[Administrative AgentAgent:Organization]] may reasonably request.

The Parent Borrower will causeIf at any and all of its direct and indirect Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing,time any Subsidiary that is not required to promptly becomebe a Subsidiary Guarantor hereunder by wayprovides a guarantee of executionthe Parent Borrower’s obligations under any indentures or other documents evidencing the Senior Notes or any other senior notes in an aggregate principal amount in excess of a Joinder Agreement. Furthermore, within thirty (30) days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to the Domestic Administrative Agent pursuant to [Section 7.01(a)] and/or (b),$25,000,000, the Parent Borrower will then promptly cause such Domestic Subsidiary to become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request.

The Parent BorrowerLoan Parties will cause each of their Material Subsidiaries (other than any and all of its direct and indirect Material Domestic Subsidiaries,CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC) whether newly formed, after acquired or otherwise existing,existing to promptly become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. Furthermore,(and in any event within thirty (30) days after a Domesticsuch Material Subsidiary becomes a Material Domestic Subsidiary,is formed or acquired (or such longer period of time as determinedagreed to by the financial statements delivered to the Domestic Administrative Agent pursuant to [Section 7.01(a)] and/or (b), the Parent Borrower will cause such Domestic Subsidiary toin its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement.Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party. In connection with the foregoing, the Parent BorrowerLoan Parties shall deliver to the Domestic Administrative AgentAgent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such charter and organizationalother documents and opinions of in-house counselor agreements as the Domestic Administrative Agent may reasonably request.request, including without limitation, updated [Schedules 1.01(c)], 5.10, 5.12, 5.20(a) and 5.20(b).

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