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Exhibit H Exit Facility Credit Agreement

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SUBSIDIARY GUARANTY

This (this ), dated as of by and among the Guarantors identified as such on the signature page hereof (each, a and collectively, ), and , a corporation, individually and as agent (in such capacity, ) for itself and the lenders from time to time signatory to the Credit Agreement hereinafter defined ().

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among , a corporation (), Guarantors, Agent and the Persons signatory thereto from time to time as Lenders (as from time to time amended, restated, supplemented or otherwise modified, the ) Lenders have agreed to make Loans to, and incur Letter of Credit Obligations for the benefit of, Borrower.

WHEREAS, Guarantors are direct or indirect Subsidiaries of Borrower and as such will derive direct and indirect economic benefits from the making of the Loans and other financial accommodations provided to Borrower pursuant to the Credit Agreement; and

WHEREAS, in order to induce Agent and Lenders to enter into the Credit Agreement and other Loan Documents and to induce Lenders to make the Loans and to incur Letter of Credit Obligations as provided for in the Credit Agreement, Guarantors have agreed to guarantee payment of the Obligations;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, and to induce Lenders to provide the Loans and other financial accommodations under the Credit Agreement, it is agreed as follows:

1. DEFINITIONS.

Capitalized terms used herein shall have the meanings assigned to them in the Credit Agreement, unless otherwise defined herein.

References to this shall mean this Guaranty, including all amendments, modifications and supplements and any annexes, exhibits and schedules to any of the foregoing, and shall refer to this Guaranty as the same may be in effect at the time such reference becomes operative.

2. THE GUARANTY.

2.1 Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to Agent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment and performance of the Obligations of Borrower (hereinafter the ).

2.2 Demand by Agent or Lenders. If, at any time, the outstanding principal amount of the Guaranteed Obligations under the Credit Agreement is declared to be immediately due and payable, then Guarantors shall, without demand, pay to the holders of the Guaranteed Obligations the entire outstanding Guaranteed Obligations due and owing to such holders.

2.3 Enforcement of Guaranty. In no event shall Agent have any obligation to proceed against Borrower or any other Credit Party or any Collateral pledged to secure Guaranteed Obligations before seeking satisfaction from any or all of the Guarantors.

2.4 Waiver. Guarantors waive, and agree that they shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force.

2.5 Benefit of Guaranty. The provisions of this Guaranty are for the benefit of Agent and Lenders and their respective successors, transferees, endorsees and assigns.

2.6 Modification of Guaranteed Obligations, Etc. Each Guarantor hereby acknowledges and agrees that Agent and Lenders may at any time or from time to time, with or without the consent of, or notice to, Guarantors or any of them, modify the Loan Documents.

2.7 Reinstatement. This Guaranty shall remain in full force and effect and continue to be effective should any petition be filed by or against any Credit Party or any Guarantor for liquidation or reorganization.

2.8 Waiver of Subrogation, Etc. Each Guarantor hereby expressly and irrevocably waives, on behalf of itself and its successors and assigns, rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, setoff and related rights.

2.9 Election of Remedies. Agent may, at its sole option, determine which remedies or rights it may pursue without affecting any rights and remedies under this Guaranty.

2.10 Funds Transfers. If any Guarantor engages in any transaction as a result of which Borrower is required to make a mandatory prepayment with respect to the Guaranteed Obligations, such Guarantor shall distribute to, or make a contribution to the capital of, Borrower an amount equal to the mandatory prepayment required.

3. DELIVERIES.

In a form satisfactory to Agent, Guarantors shall deliver to Agent, concurrently with the execution of this Guaranty and the Credit Agreement, the Loan Documents and other instruments, certificates and documents as are required to be delivered by Guarantors to Agent under the Credit Agreement.

4. REPRESENTATIONS AND WARRANTIES.

To induce Lenders to make the Loans and incur Letter of Credit Obligations under the Credit Agreement, Guarantors jointly and severally make the representations and warranties as to each Guarantor contained in the Credit Agreement, each of which is incorporated herein by reference.

4.1 Corporate Existence; Compliance with Law. Each Guarantor is duly organized, validly existing and in good standing under applicable law and is in compliance with its charter, bylaws, partnership agreement and applicable laws.

4.2 Corporate or Partnership Power; Authorization; Enforceable Guaranteed Obligations. The execution, delivery and performance of this Guaranty and all other Loan Documents are within such Guarantor's power and have been duly authorized.

5. FURTHER ASSURANCES.

Each Guarantor agrees, upon the written request of Agent or any Lender, to execute and deliver additional instruments or documents reasonably considered necessary to cause this Guaranty to be, become or remain valid and effective in accordance with its terms.

6. PAYMENTS FREE AND CLEAR OF TAXES.

All payments required to be made by each Guarantor hereunder shall be made free and clear of, and without deduction for, any and all present and future Taxes.

7. OTHER TERMS.

7.1 Entire Agreement. This Guaranty, together with the other Loan Documents, constitutes the entire agreement between the parties.

7.2 Headings. The headings in this Guaranty are for convenience of reference only.

7.3 Severability. Whenever possible, each provision of this Guaranty shall be interpreted to be effective and valid under applicable law.

7.4 Notices. Notices and other communications shall be given in the manner provided for in the Credit Agreement.

7.5 Successors and Assigns. This Guaranty and all obligations hereunder shall be binding upon successors and assigns.

7.6 No Waiver; Cumulative Remedies; Amendments. No waiver shall be valid unless in writing, signed by Agent.

7.7 Termination. This Guaranty is a continuing guaranty and shall remain in full force and effect until the Termination Date.

7.8 Counterparts. This Guaranty may be executed in any number of counterparts.

7.9 GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE. This Guaranty shall be governed by the laws of the State of New York and the applicable laws of the United States of America.

7.10 WAIVER OF JURY TRIAL. Each Guarantor and Agent waives all rights to trial by jury in any action, suit or proceeding brought to resolve any dispute arising out of or relating to this Guaranty.

7.11 Limitation on Guaranteed Obligations. Each Guarantor's liability hereunder shall be limited to an amount not to exceed the greater of:

(a) the net amount of all Loans and other extensions of credit advanced under the Credit Agreement and directly or indirectly re-loaned or otherwise transferred to, or incurred for the benefit of, such Guarantor, plus interest thereon; or

(b) the amount which could be claimed by the Agent and Lenders from such Guarantor under this Guaranty without rendering such claim voidable or avoidable under applicable bankruptcy or fraudulent transfer laws.

7.12 Contribution with Respect to Guaranteed Obligations. Guarantors shall have contribution rights among themselves as set forth in this section.

8. SECURITY.

To secure payment of each Guarantor's obligations under this Guaranty, each Guarantor has entered into a Security Agreement and a Pledge Agreement in favor of Agent for the benefit of Lenders.

9. CREDIT AGREEMENT.

Each Guarantor agrees to perform, comply with and be bound by the covenants contained in Sections 4, 5 and 6 of the Credit Agreement as if each Guarantor were a Credit Party signatory to the Credit Agreement.

[remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guaranty as of the date first above written.

By:

Name:

Title:

of each of the above companies

[SIGNATURE PAGE TO SUBSIDIARY GUARANTY]

, as Agent

By:

Name:

Title:

SCHEDULE I

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What the Exhibit H Exit Facility Credit Agreement Is

The Exhibit H Exit Facility Credit Agreement is a contract exhibit that sets out the terms for a borrower's exit financing used to refinance, repay, or replace an existing credit facility at closing. It defines the exit facility amount, interest rate, repayment mechanics, security package, conditions precedent, and events of default that govern the lender-borrower relationship at the transaction exit. Typically appended to a larger credit or acquisition agreement, Exhibit H aligns administrative duties, reporting obligations, and post-closing covenants needed to effect funding and to protect secured parties during the transition.

Why Exhibit H Matters for Closing Certainty

A clear Exhibit H reduces ambiguity about repayment triggers, collateral priorities, and closing conditions; it protects lenders and borrowers by documenting mechanics for funding, amortization, and default remedies under the exit facility.

Why Exhibit H Matters for Closing Certainty

Who Typically Prepares and Reviews Exhibit H

A small set of teams and roles handle drafting, negotiating, and approving Exhibit H during financing and M&A closings.

  • Borrower finance team and CFO — Draft the business terms, confirm debt capacity, and validate repayment mechanics with accounting.
  • Administrative agent and lender counsel — Review priority, security, payment waterfalls, and events of default to protect lending interests.
  • Outside counsel and deal counsel — Confirm consistency with the master loan documents and advise on jurisdictional or regulatory issues.

Final execution normally requires coordinated signatories from the borrower, the administrative agent, and affected lenders, followed by delivery of security documents and funding instructions.

Who Signs and Who Manages Compliance

General Counsel

General Counsel typically coordinates legal review, ensures Exhibit H aligns with the main credit agreement and closing checklist, and certifies corporate authority to execute financing documents.

Chief Financial Officer

The CFO validates numeric schedules, confirms availability of funds and covenants, and authorizes the borrower-side execution and post-closing accounting treatment.

Core Components Found in a Complete Exhibit H

A professionally prepared Exhibit H groups the commercial, administrative, and security provisions so parties can confirm obligations at signing and follow up on post-closing requirements.

Facility Amount

Specifies the principal commitment, borrowing limits, and permitted increases or reductions in the exit facility in explicit dollar terms.

Interest and Fees

Details the interest rate formula, payment frequency, commitment fees, default interest, and any step-ups tied to credit metrics.

Repayment Mechanics

Explains amortization schedule, prepayment options, application of payments, and allocation among lender tranches where applicable.

Security and Collateral

Identifies collateral, perfection steps, intercreditor subordination, and any release mechanics required at post-closing stages.

Conditions

Lists closing conditions, deliverables, and representations and warranties that must be true at funding and after consummation.

Default Remedies

Specifies events of default, remedies, acceleration clauses, cure periods, and waiver mechanics for enforcement actions.

Essential Fields and Data Elements

Borrower Legal Name: Full registered name
Lender Identification: Legal entity and contact
Facility Amount: Principal commitment
Effective Date: Execution date
Collateral Description: Assets secured
Signatory Blocks: Authorized signers

Step-by-Step: Preparing and Executing Exhibit H

Follow these core steps to prepare, review, and complete Exhibit H efficiently and in a manner consistent with closing procedures.

  • 01
    Prepare Draft: Populate commercial terms and schedules based on the term sheet.
  • 02
    Internal Review: Finance and legal review for numeric accuracy and legal consistency.
  • 03
    Execution: Obtain signatures from authorized representatives and agents.
  • 04
    Post-Closing Delivery: File security instruments and distribute executed copies to lenders.

Configuring an Online Signing Workflow

Set up an eSigning workflow that enforces signing order, signer authentication, and secure storage for the executed Exhibit H.

Field Configuration
Upload Document PDF or DOCX with placed signature and initial fields
Authentication Email link, SMS code, or advanced ID verification
Signing Order Sequential or parallel signer routing
Notifications & Storage Email completion notices and encrypted archive

Where to Send, File, and Store Executed Copies

After execution, route the signed Exhibit H to the administrative agent, borrower records, and any registry or filing location required for security perfection.

  • Upload to Agent: Administrative agent receives the final executed PDF
  • Deliver to Lenders: Distribute lender-executed copies per signing order
  • Perfection Filings: File UCC-1 or property records where required
  • Archive Securely: Store encrypted copies with access controls

Technical Requirements for Digital Execution and Filing

Choose a platform that supports PDF and DOCX, strong encryption, and integrations needed for closing workflows and record retention.

  • Supported Formats: PDF and DOCX are standard for executed exhibits
  • Third-Party Integrations: NetSuite, Salesforce, Box, Google Workspace supported
  • Security Standards: TLS 1.2/1.3 in transit; AES-256 at rest

Verify the provider supports audit trails, optional advanced signer authentication, and a Business Associate Agreement (BAA) if regulated data is involved; choose long-term archival storage with role-based access controls.

Common Timelines and Post-Closing Obligations

Track critical dates around Exhibit H to avoid funding delays and default events; allocate responsible parties for each deadline.

Effective Date:

Date when rights and obligations commence

Conditions Precedent:

Must be satisfied by closing per schedule

Funding / Wire Date:

Lender funding follows successful condition satisfaction

Post-Closing Deliverables:

Collateral documents, UCC filings, and certificates

Covenant Reporting:

Periodic financial reporting deadlines to agent

Key Milestones from Draft to Post-Closing

This sequence shows the main milestone stages and the actions typically taken at each stage during negotiation and closing.

01

Drafting & Negotiation

Draft exhibits and align terms with the main credit agreement.

02

Legal and Financial Review

Verify covenant tests, collateral descriptions, and funding mechanics.

03

Execution and Funding

Obtain signatures, deliver closing documents, and wire funds.

04

Perfection & Reporting

File UCCs, record deeds if necessary, and circulate executed copies.

Common Mistakes to Avoid When Preparing Exhibit H

  • Leaving numeric schedules inconsistent with the master loan agreement, which can delay funding and require re-execution.
  • Using vague collateral descriptions instead of legal descriptions or UCC-acceptable language that support perfection.
  • Failing to obtain authorization evidence for signatories, risking invalid execution or later challenges to authority.
  • Neglecting to include or satisfy conditions precedent, causing lenders to withhold funding or declare a default.

Risks and Consequences of Errors in Exhibit H

Breach Default: Triggers default interest and acceleration
Late Payment: Penalty interest and fees apply
Perfection Failure: Secured lender may lose priority
Unauthorized Signature: Execution may be voidable
Wrong Effective Date: Alters covenant timing and statute calculations
Jurisdiction Noncompliance: Local law issues could invalidate provisions

How Exhibit H Compares with Other Loan Documents

A concise comparison clarifies differences between an Exhibit H Exit Facility and more standard loan instruments to aid drafting choices.

Criteria Exhibit H Exit Facility Term Loan Agreement
Purpose refinance/replace debt primary long-term financing
Repayment Trigger closing-specific triggers scheduled amortization
Security often mirrors master collateral primary collateral package
Common Use m&a or exit financing permanent financing

Real-World Examples of Execution and Workflow Improvements

Practical examples show how proper Exhibit H drafting and digital workflows reduce closing friction and documentation errors.

Optica Ventures LLC

A venture real estate firm standardized exhibits to reduce negotiation cycles.

  • The team cut review iterations.
  • By aligning schedules and using digital routing, they shortened closing timelines and reduced follow-up items needing re-signature, improving operational predictability during fund raises.

Tech Data

A corporate borrower integrated executed exhibits into its ERP.

  • Workflow automated distribution.
  • Centralizing signed exhibits with secure archival reduced administrative queries and accelerated reconciliation between treasury and lender records while maintaining a complete audit trail.

Practical Tips to Prepare an Accurate Exhibit H

Follow these practices to reduce risk, speed review, and ensure the exhibit integrates cleanly with master loan documents.

Align Numbers Carefully
Cross-check all monetary schedules against the main credit agreement and financial models; numeric mismatches are the most common cause of re-execution.
Use Precise Collateral Language
Adopt UCC-friendly descriptions for personal property and full legal descriptions for real property to ensure perfection of security interests.
Confirm Signatory Authority
Obtain corporate resolutions or authority certificates before execution to prevent invalidation challenges later.
Preserve Audit Trails
Use eSignature options that capture timestamp, IP, authentication method, and a certificate of completion to strengthen evidentiary value.

eSignature Pricing and Feature Comparison (Provider Snapshot)

A practical vendor comparison for executing and managing Exhibit H documents; signNow is listed first per vendor comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial Yes Yes Yes Yes
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Exhibit H and Digital Execution

Answers to common questions about enforceability, signing options, notarization, corrections, and recordkeeping when using Exhibit H in U.S. transactions.


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