Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. If (i) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, CVOP II or, from and after the Merger, CVOP I be included as a Pool Property as contemplated by §5.3 and such Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of Borrower, CVOP II or, from and after the Merger, CVOP I which owns an interest in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary or acquiresSubsidiaries, directly or indirectlyas applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly notify Agent and within sixty (other than an Excluded Subsidiary60) or (ii) calendar days execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the Borrower shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent a Joinder Agreement within five (5) Business Days of such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit Person’s becoming a Subsidiary of the other Secured PartiesBorrower), a Lien in the property and equity of cause each such Subsidiary to the extent required by the Loan Documents, subject execute and deliver to no Liens other than Permitted LiensAgent a Joinder Agreement, and such Subsidiary shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be duly perfected specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Contribution Agreement. The Borrower shall further cause all applicable requirements representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of Law such Joinder Agreement, the Borrower shall deliver to the extent required by Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Loan Documents, including the filing of financing statements in such jurisdictions as Agent may be reasonably requested by the Administrative Agent or the Collateral Agentrequire.

Additional Guarantors. If Within 30 days (ior such longer period of time permitted by the Administrative Agent in its sole discretion) (the “Guarantee Ratio Cure Period”) after the earlier of (x) the deadline for delivering a Compliance Certificate pursuant to Section 6.6(b) with respect to any fiscal quarter that, if such Compliance Certificate is delivered by such deadline, shows or, if not delivered by such deadline for such fiscal quarter, could reasonably be expected to show, non-compliance with the Guarantee Coverage Ratio and (y) the first date in any fiscal quarter when a responsible officer of the Borrower forms or acquires, directly Holdings has knowledge that the Borrower will not be in compliance with the Guarantee Coverage Ratio for such particular fiscal quarter or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiaryprior fiscal quarter for which the Compliance Certificate has not been delivered, the Borrower shall (A) cause such Subsidiary one or more of its Subsidiaries or Local Content Entities to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering execute and deliver to the Administrative Agent and Collateral Agenta Guaranty Supplement together with the other New Guarantor Documentation with respect to such Subsidiary or Subsidiaries or Local Content Entity(ies) entering into the Subsidiary Guaranty Agreement, as applicable, (A) a signed Guarantor Joinderto become compliant with the Guarantee Coverage Ratio and deliver an updated Compliance Certificate reflecting such additional Guarantors, (B) documents permanently reduce Commitments in order to become compliant with the Guarantee Coverage Ratio, (C) perform a combination of the actions set forth in the forms described in Sections 7.1.1(b), immediately preceding clauses (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (lA) and (mB), and/or (D) [Deliveries]take such other action (including, without limitation, the reactivation of any cold stacked Rig directly wholly owned by a Loan Party) (and 8.1.17 [Collateral], modified shall deliver an updated Compliance Certificate reflecting such action) as appropriate, and (C) documents necessary shall be sufficient to grant and perfect Liens cause the Borrower to be in compliance with the Collateral Agent for the benefit Guarantee Coverage Ratio as of the Secured Parties in end of the Collateral held by such SubsidiaryGuarantee Ratio Cure Period. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver notwithstanding anything to the Administrative Agent and contrary contained herein, failure to comply with the Guarantee Coverage Ratio at the end of any fiscal quarter shall not constitute a Default or Event of Default so long as the Borrower shall have taken the actions specified in the preceding sentence prior to the expiration of the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentCoverage Ratio Cure Period.

Additional Guarantors. If (i) Upon the Borrower forms formation or acquires, directly acquisition of any new direct or indirectly, indirect Domestic Subsidiaries by any Subsidiary (Guarantor other than an Excluded Subsidiary(x) a Person who was acquired as a Domestic Subsidiary of any Guarantor solely in consideration of the issuance of equity securities, provided that neither the Company nor any Guarantor is liable with respect to any of the Indebtedness of such Person greater than that is otherwise permitted to be incurred pursuant to the Note, or (iiy) any a Person which is subject to one or more contractual or legal restrictions existing prior to the time such Person becomes a Domestic Subsidiary of the Guarantor which prevents such Person from becoming a Guarantor, which restriction(s) is not created in contemplation of or in connection with such Person becoming a Domestic Subsidiary of such Guarantor (provided that was an Excluded such Person shall to the extent it is permitted to do so in light of such restriction(s) grant to the Purchasers a subordinated guaranty or other similar support of the Obligations in a manner which is reasonably satisfactory to all parties), such Domestic Subsidiary ceases to be an Excluded Subsidiaryshall, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 (which may be extended by up to additional 10 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent)Majority Holders) after such formation or acquisition, (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary cause such Domestic Subsidiary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall duly execute and deliver to each Purchaser a guaranty supplement, in the Administrative Agent form attached hereto as Annex I. Upon the execution and the Collateral Agent delivery by such amendments Domestic Subsidiary of a guaranty supplement, (a) such Domestic Subsidiary shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Transaction Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (b) each reference herein to “this Guaranty”, “hereunder”, “hereof” or supplements words of like import referring to this Guaranty, and each reference in any other Transaction Document to the relevant Security Documents “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentguaranty supplement.

Additional Guarantors. If At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (80%) of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default, or (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary of the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases which has not executed a Guaranty to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance immediately comply with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Section).

Additional Guarantors. If (i) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements Requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.

Additional Guarantors. If With respect to (i) any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of ESR OP after the Closing Date (to the extent such Person is not at such time required to become a Borrower forms in accordance with Section 6.12(c) below), and/or (ii) any Subsidiary of ESR OP that ceases to be an Excluded Subsidiary after the Closing Date, on or acquires, directly or indirectly, any prior to such time that such Person becomes a Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, as applicable, (x) unless such Subsidiary is an Excluded Pledge Subsidiary at such time or the Borrower shall Exemption Conditions exist at such time with respect to all Persons that own any of the Equity Interests of such Subsidiary, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by ESR OP and/or its Subsidiaries, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and (y) unless the Exemption Conditions exist at such time with respect to such Subsidiary, (1) cause such Subsidiary to join this execute a joinder agreement to the Guaranty Agreement within 30 days after in form and substance reasonably satisfactory to the date of acquisition or formation of Administrative Agent, (2) cause such Subsidiary or within 30 days after to execute a joinder agreement to the date any Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary, (4) if such Subsidiary that was an Excluded is a Borrowing Base Subsidiary ceases and solely to the extent requested by the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent a favorable opinion of counsel (which counsel shall be an Excluded reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary (in each case, or such longer period and the Loan Documents to which Subsidiary is a party as the Administrative Agent may agree in its reasonable discretionreasonably request¸ (5) as a Guarantor by delivering to provide the Administrative Agent and Collateral Agentwith the U.S. taxpayer identification for such Subsidiary (or the equivalent thereof, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(bevent such Subsidiary is not organized under the laws of the United State, any State thereof or the District of Columbia), (c), (d6) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agenta Perfection Certificate Supplement, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents Pledge Agreement to be duly perfected in accordance with all applicable requirements of Law Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the extent required by the Loan DocumentsAdministrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the filing Act, and the results of financing statements in any such jurisdictions as may be reasonably requested “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Collateral AgentAdministrative Agent or such Lender.

Additional Guarantors. If (i) To the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases extent not a party to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after Indenture on the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in hereof, each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations of the Company under this Indenture and the Collateral Agent Notes. Concurrently with the execution and delivery of such amendments or supplements supplemental indenture, such New Guarantor shall deliver to the relevant Security Documents or Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit New Guarantor and for the benefit of the other Secured Parties, that such New Guarantor’s Guarantee is a Lien in the property valid and equity legally binding obligation of such Subsidiary to the extent required by the Loan DocumentsNew Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to no Liens other than Permitted Lienscustomary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall take all actions necessary or advisable be evidenced solely by its execution and delivery of this Indenture (or, in the opinion case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees that its Notes Guarantee set forth in Section 11.01 shall be and remain in full force and effect notwithstanding any failure to endorse on any Note a notation of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Administrative Agent or Notes Guarantees set forth in this Indenture on behalf of each of the Collateral Agent to cause Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the Lien created by time the applicable Security Documents to Trustee authenticates the Note, the Notes Guarantee shall be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentvalid nevertheless.

Additional Guarantors. If SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT This SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT, dated as of April 24, 2000, is made by each of the signatories hereto (itogether with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for (a) the Borrower forms banks and other financial institutions or acquires, directly or indirectly, any Subsidiary entities (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiarycollectively, the Borrower shall cause such Subsidiary "Facility A Lenders") from time to join this Agreement within 30 days after time parties to the date Second Amended and Restated Credit Agreement, dated as of acquisition April 24, 2000 (as amended, restated, supplemented or formation of such Subsidiary or within 30 days after otherwise modified from time to time, the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary "Facility A Credit Agreement"), among L-3 Communications Corporation, a Delaware corporation (the "Borrower"), the Facility A Lenders, Xxxxxx Commercial Paper Inc. ("LCPI"), as documentation agent (in each casesuch capacity, or the "Facility A Documentation Agent"), LCPI as syndication agent (in such longer period as capacity, the "Facility A Syndication Agent"; and together with the Facility A Documentation Agent and the Administrative Agent may agree in its reasonable discretionAgent, the "Facility A Agents"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) as a Guarantor by delivering to arrangers (in such capacity, the "Facility A Arrangers"), the Administrative Agent and Collateral certain other entities named therein as Co-Agents, which amended and restated in its entirety that certain Amended and Restated Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Original Facility A Credit Agreement") among the Borrower, the Agents party thereto (the "Original Facility A Agents", including the Administrative Agent party thereto, the "Original Facility A Administrative Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b"), the lenders party thereto (cthe "Original Facility A Lenders") and LCPI and BancAmerica Xxxxxxxxx Xxxxxxxx (n/k/a Banc of America Securities LLC ) as arrangers, and (b) the banks and other financial institutions or entities (the "Facility B Lenders"; and together with the Facility A Lenders, the "Lenders"), from time to time parties to the Amended and Restated 364 Day Credit Agreement, dated as of April 24, 2000 (d) (if requested by as amended, restated, supplemented or otherwise modified from time to time, the "Facility B Credit Agreement"), among the Borrower, the Administrative Agent, LCPI as documentation agent (in such capacity, the "Facility B Documentation Agent"), LCPI as syndication agent (in such capacity, the "Facility B Syndication Agent"; and together with the Facility B Documentation Agent and the Administrative Agent, the "Facility B Agents"), LCPI and Banc of America Securities LLC (f/k/a BankAmerica Xxxxxxxxx Xxxxxxxx) as arrangers (in such capacity, the "Facility B Arrangers"), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments certain other entities named therein as Co-Agents, which amended and restated in its entirety that certain 364 Day Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or supplements otherwise modified prior to the relevant Security Documents or such other documents as date hereof, the "Original Facility B Credit Agreement"; and together with the Original Facility A Credit Agreement, the "Original Credit Agreements") among the Borrower, the Administrative Agent or (the Collateral Agent shall deem necessary or advisable to grant to "Original Facility B Administrative Agent"; and together with the Collateral Original Facility A Administrative Agent, for its benefit and for the benefit of "Original Administrative Agents"), the other Secured PartiesAgents party thereto (together with the Original Facility B Administrative Agent, the "Original Facility B Agents"; and together with the Original Facility A Agents, the Original Agents"), the lenders party thereto (the "Original Facility B Lenders"; and together with the Original Facility A Lenders, the "Original Lenders") and LCPI and BancAmerica Xxxxxxxxx Xxxxxxxx (n/k/a Lien in the property and equity Banc of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted LiensAmerica Securities LLC ) as arrangers, and shall take all actions necessary (c) the banks and other financial institutions or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.entities (the

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, Xxxx Realty OP, or acquiresXxxx OP be included as a Poolan Unencumbered Property as contemplated by Section 2.28 and such Real Estate is approved for inclusion as a Poolan Unencumbered Property in accordance with the terms hereof, directly the Borrower shall, as a condition to such Real Estate being included as a Poolan Unencumbered Property but subject to Section 5.11(d), cause each PoolUnencumbered Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or indirectlyXxxx OP which owns an interest in such PoolUnencumbered Property Owner, to execute and deliver to the Administrative Agent a Joinder Agreement on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(c), and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary (other than an Excluded of the Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent and within sixty on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(60c) or (ii) calendar days execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the Borrower shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Collateral Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent or may reasonably require, including, without limitation, the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance Guarantor Organizational Deliverables with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentrespect thereto.

Additional Guarantors. If Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) execute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b) cause such Person to (i) the Borrower forms become a Guarantor by executing and delivering to Administrative Agent a Guaranty (or acquiresa joinder to any existing Guaranty), directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the execute and deliver all Security Documents requested by Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering pledging to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by all of its Property (subject to such Subsidiary. For the avoidance of doubtexceptions as Administrative Agent may permit), such Subsidiarysubject, with respect to Oil and if applicableGas Properties, the other Loan Parties shall execute limitations set forth in clause (iii) below and deliver take all actions required by Administrative Agent to grant to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, Parties a perfected first priority Lien in the property and equity of on such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documentsproperty, including the filing of UCC financing statements in such jurisdictions as may be reasonably requested by Administrative Agent, (iii) with respect to each Oil and Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages and evidence of the proper recordation of each such Mortgage in the appropriate filing office, in each case, sufficient to cause the Recognized Value of the Mortgaged Properties to be not less than the Required Reserve Value, (iv) deliver to Administrative Agent or title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall have received, together with the Collateral title information previously delivered to Administrative Agent, acceptable title information regarding those Oil and Gas Properties that in the aggregate represent not less than 80% of the Recognized Value of all Proved Oil and Gas Properties evaluated in the most recent Reserve Report; and (v) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent.

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate owned or acquiresleased by a Wholly-Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Notwithstanding the foregoing, Agent may, in its reasonable discretion, permit Real Estate located in an Approved Foreign Country to be included as an Unencumbered Pool Asset without requiring any Excluded Foreign Subsidiary which indirectly owns such Real Estate to become a Guarantor so long as such Real Estate otherwise satisfies all of the conditions to be included as an Unencumbered Pool Asset hereunder. In addition, in the event any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (other than an Excluded Subsidiaryc) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiaryof the definition thereof, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each caseSubsidiary, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering condition to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein, such Subsidiary, and if applicable, the other Loan Parties shall to execute and deliver to the Administrative Agent a Joinder Agreement, and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documentsshall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement. The Borrower shall further cause all applicable requirements of Law representations, covenants and agreements in the Loan Documents with respect to the extent Guarantors to be true and correct with respect to each such Subsidiary. Additionally, notwithstanding anything to the contrary contained herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the Loan Documentsenforceability and collectability of such Guaranty (including, including any judgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the filing of financing statements jurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Agent may be reasonably requested by require. In connection with the Administrative delivery of any Joinder Agreement or separate Guaranty, the Borrower shall deliver to the Agent or such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Collateral AgentAgent may reasonably require.

Additional Guarantors. If (ia) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other Not later than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretionagree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary (other than a Bank Subsidiary or an Excluded Domestic Subsidiary) that is not a Guarantor as of the period end date of such financial statements would qualify as of such period end date as a Guarantor by delivering to Significant Subsidiary or (b) promptly (or such period as the Administrative Agent and Collateral Agent, as applicable, (Amay agree) after the date that any Subsidiary becomes a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens guarantor with respect to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicableTerm Loan Agreement, the other Loan Parties Company shall cause such Subsidiary to execute and deliver to the Administrative Agent a Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Collateral Agent Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such amendments or supplements Subsidiary comparable to the relevant Security Documents or those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent may reasonably request. The Company may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the Collateral Agent shall deem necessary terms of this Agreement, or advisable (ii) such Guarantor both (A) (x) has ceased to grant qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the Collateral Agentmost recent period for which financial statements have been delivered pursuant to Section 6.01, for its benefit would cease to qualify as a Significant Subsidiary and for the benefit (B) has or is being released as a guarantor of the other Secured Partiesobligations of the Company and/or the Borrowers, a Lien in as applicable, under the property Term Loan Agreement (if and equity of such Subsidiary to the extent required by the Loan Documentsthen existing, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentapplicable).

Additional Guarantors. If In the event that any Person becomes a Subsidiary (other than an Excluded Subsidiary), the Borrower shall within 30 days thereafter (or such longer period of time as the Collateral Agent may agree in its sole discretion) (i) cause such Subsidiary to become a Guarantor hereunder by executing and delivering to the Administrative Agent a Counterpart Agreement and a Grantor under the Security Agreement by executing and delivering to the Collateral Agent the joinder agreement required thereunder, and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the Collateral Agent or required by the Collateral Documents. In the event that any Person becomes a Foreign Subsidiary of the Borrower forms (other than an Unrestricted Subsidiary), and the ownership interests of such Foreign Subsidiary are owned by any Loan Party, such Loan Party shall within 30 days thereafter (or acquiressuch longer period of time as the Collateral Agent may agree in its sole discretion) take all of the actions referred to in the Security Agreement necessary to grant a perfected security interest in favor of the Collateral Agent, directly or indirectlyfor the benefit of the Secured Parties, under the Security Agreement in the Equity Interests of such Foreign Subsidiary (provided, that in no event shall more than 65% of the total outstanding Equity Interests of any such Foreign Subsidiary that is an Excluded Subsidiary be required to be so pledged). With respect to each such Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded and Foreign Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering promptly send to the Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary, and Collateral Agent, as applicable, (Aii) a signed Guarantor Joinder, (B) documents all of the data required to be set forth in the forms described in Sections 7.1.1(b), (c), (d) (if Schedule 3.12 hereto; and such written notice shall be deemed to supplement Schedule 3.12 for all purposes hereof. If requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Administrative Agent shall receive an opinion of counsel for the benefit of the Secured Parties Borrower in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, form and if applicable, the other Loan Parties shall execute and deliver substance reasonably satisfactory to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity respect of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions customary matters as may be reasonably requested by the Administrative Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section, dated as of the Collateral Agentdate of such agreement.

Additional Guarantors. If (i) In the event that the Borrower forms or acquires, shall request that certain Real Estate which is directly or indirectlyindirectly owned or leased by a Wholly-Owned Subsidiary of the Borrower be included as a Borrowing Base Asset as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, any the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Asset, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary (and any Wholly-Owned Subsidiary of the Borrower that is a direct or indirect parent of such Wholly-Owned Subsidiary) to execute and deliver to the Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and under the other Loan Documents. In addition, in the event that the Borrower shall request that certain Real Estate owned or leased directly or indirectly by an Approved JV shall be included as a Borrowing Base Asset as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, and the applicable organizational agreements of such Approved JV which directly or indirectly owns or leases such Real Estate permit such Person to execute and deliver to the Agent a Joinder Agreement and become a Guarantor hereunder and under the other Loan Documents without the need for any consent or authorization by any Person other than the Borrower or a Subsidiary thereof, then the Borrower shall, as a condition to such Real Estate of an Excluded Subsidiary) or (ii) any Approved JV being included as a Borrowing Base Asset, in addition to the requirements of §7.20, cause each such Approved JV to execute and deliver to the Agent a Joinder Agreement, and such Approved JV shall become a Guarantor hereunder and under the other Loan Documents. Each Subsidiary that was an Excluded Subsidiary ceases of the Borrower required to be an Excluded a Guarantor pursuant to this §5.5 shall be specifically authorized, in accordance with its respective organizational agreements, to be a Guarantor hereunder and under the other Loan Documents and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall cause deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require (it being understood, with respect to any Approved JV, that the Agent shall not require the Borrower to obtain any consent or authorization by any Person other than the Borrower or a Subsidiary thereof in order for such Person to join this Agreement within 30 days after become a Guarantor hereunder or under the date of acquisition other Loan Documents and if any such consent or formation authorization is required for such Approved JV to become a Guarantor hereunder or thereunder, then such Approved JV shall not be required to become a Guarantor hereunder or thereunder as a condition for the Real Estate of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases Approved JV to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) included as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(bBorrowing Base Asset), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, if any Approved JV becomes a Wholly-Owned Subsidiary of the Borrower as a result of the Borrower or any Subsidiary acquiring one-hundred percent (100%) of the Equity Interests of such SubsidiaryApproved JV, such Approved JV shall (to the extent not already a Guarantor) be required to become a Guarantor hereunder and if applicable, under the other Loan Parties Documents pursuant to this §5.5 so long as it directly or indirectly owns or leases Real Estate included as a Borrowing Base Asset, and the Borrower shall execute and deliver to the Administrative Agent Agent, within ten (10) Business Days after such Approved JV becomes a Wholly-Owned Subsidiary, a Joinder Agreement and the Collateral Agent such amendments or supplements to the relevant Security Documents or such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien may reasonably require in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentconnection therewith.

Additional Guarantors. If (a) Each of the Credit Parties shall cause (i) the Borrower forms or acquires, directly or indirectly, any each of its Wholly-Owned Restricted Subsidiaries that is a Domestic Subsidiary (other than an Excluded Inactive Subsidiary or an Immaterial Subsidiary) or and not existing as of the Closing Date, (ii) any each of its Permitted Joint Ventures that becomes a Wholly-Owned Restricted Subsidiary and is a Domestic Subsidiary (other than an Inactive Subsidiary or an Immaterial Subsidiary) and (iii) each of its Inactive Subsidiaries or Immaterial Subsidiaries that is a Wholly-Owned Restricted Subsidiary and a Domestic Subsidiary that was no longer qualifies as an Excluded Inactive Subsidiary ceases to be an Excluded or Immaterial Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement promptly become a U.S. Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within 30 thirty (30) days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable sole discretion) as of the creation or acquisition of any such Restricted Subsidiary by a Guarantor by delivering to the Administrative Agent and Collateral AgentCredit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or such entity no longer being an Inactive Subsidiary or an Immaterial Subsidiary, as applicable; provided, (A) a signed Guarantor Joinderhowever, (B) documents that in the forms described in Sections 7.1.1(b)case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the period referenced above shall begin on the earlier of (c), i) such Restricted Subsidiary acquiring any assets or (dii) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit consummation of the Secured Parties in the Collateral held Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral AgentAgents may reasonably request (including, for its benefit without limitation, certificates of incorporation, articles of incorporation and for the benefit bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate resolutions of the other Secured Parties, a Lien in the property and equity Board of Directors of any such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuarantor).

Additional Guarantors. If (ia) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other Not later than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretionagree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary (other than a Bank Subsidiary or an Excluded Domestic Subsidiary) that is not a Guarantor as of the period end date of such financial statements would qualify as of such period end date as a Guarantor by delivering to Significant Subsidiary or (b) promptly (or such period as the Administrative Agent and Collateral Agent, as applicable, (Amay agree) after the date that any Subsidiary becomes a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens guarantor with respect to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicableRevolver, the other Loan Parties Company shall cause such Subsidiary to execute and deliver to the Administrative Agent a Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Collateral Agent Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such amendments or supplements Subsidiary comparable to the relevant Security Documents or those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent may reasonably request. The Company may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the Collateral Agent shall deem necessary terms of this Agreement, or advisable (ii) such Guarantor both (A) (x) has ceased to grant qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the Collateral Agentmost recent period for which financial statements have been delivered pursuant to Section 6.01, for its benefit would cease to qualify as a Significant Subsidiary and for the benefit (B) has or is being released as a guarantor of the other Secured Partiesobligations of the Company and/or the Borrowers, a Lien in as applicable, under the property Revolver (if and equity of such Subsidiary to the extent required by the Loan Documentsthen existing, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentapplicable).

Additional Guarantors. If With respect to (i) any Person that becomes a Subsidiary of the REIT after the Closing Date (other than any such Subsidiary (x) which, when taken together with all other Subsidiaries of the REIT that are not Guarantors, is an Immaterial Subsidiary, (y) that is an Excluded Subsidiary or (z) that is a Foreign Subsidiary), (ii) any Subsidiary of the Borrower forms that ceases to be an Immaterial Subsidiary or acquiresExcluded Subsidiary after the Closing Date for a period of more than 90 days, (iii) any Subsidiary of the Borrower that owns any Investment Property that is included in the Borrowing Pool after the Closing Date and/or (iv) any Subsidiary of the Borrower that owns, directly or indirectly, any Equity Interests of any Affiliated Investor that owns an Investment Property that is included in the Borrowing Pool after the Closing Date, within 20 days after such time that such Person becomes a Subsidiary (other than an Immaterial Subsidiary or an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Immaterial Subsidiary or Excluded SubsidiarySubsidiary or such Investment Property is included in the Borrowing Pool, the Borrower shall as applicable, (w) cause such Subsidiary Person to join this execute a joinder agreement to the Guaranty Agreement within 30 days after in form and substance reasonably satisfactory to the date Administrative Agent, (x) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iv) and (v) with respect to such Person, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of acquisition or formation of counsel to such Subsidiary or within 30 days after Person (which counsel shall be reasonably acceptable to the date any Subsidiary that was an Excluded Subsidiary ceases Administrative Agent), addressed to be an Excluded Subsidiary (in the Administrative Agent and each caseLender, or as to such longer period matters concerning such Person and the Loan Documents as the Administrative Agent may agree in its reasonable discretionreasonably request and (z) as a Guarantor by delivering to provide the Administrative Agent and Collateral Agentwith the U.S. taxpayer identification for such Person (or the equivalent thereof, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by event such Person is not organized under the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit laws of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubtUnited States, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent any State thereof or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit District of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentColumbia).

Additional Guarantors. If The Borrower will take, and will cause each of its Restricted Subsidiaries (iother than non-Wholly owned Subsidiaries of the Borrower, Excluded Foreign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and not-for-profit Subsidiaries) to take, such actions from time to time as shall be necessary to ensure that all Restricted Subsidiaries of the Borrower forms (other than such non-Wholly Owned Subsidiaries of the Borrower, Excluded Foreign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and not-for-profit Subsidiaries) are Guarantors. Without limiting the generality of the foregoing, if the Borrower or acquiresany of its Restricted Subsidiaries shall form or acquire any new Restricted Subsidiary, directly the Borrower, as soon as practicable and in any event within 30 days after such formation or indirectlyacquisition, any will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Restricted Subsidiary (to the extent that it is required to become a Guarantor) and the Borrower will cause such new Restricted Subsidiary (other than an non-Wholly Owned Subsidiaries of the Borrower, Excluded SubsidiaryForeign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and not-for-profit Subsidiaries) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period later date as the Administrative Agent may agree in its reasonable discretionshall reasonably agree) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by after such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments formation or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.acquisition:

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate owned or acquiresleased by a Wholly-Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. In addition, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary pursuant to clause (other than an Excluded Subsidiaryc) or (ii) of the definition thereof, Borrower shall promptly cause such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary that was an Excluded of REIT shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (d) of the definition thereof, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each caseSubsidiary, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering condition to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein, such Subsidiary, and if applicable, the other Loan Parties shall to execute and deliver to the Administrative Agent a Joinder Agreement, and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documentsshall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement. The Borrower shall further cause all applicable requirements of Law representations, covenants and agreements in the Loan Documents with respect to the extent Guarantors to be true and correct with respect to each such Subsidiary. Additionally, notwithstanding anything to the contrary contained herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the Loan Documentsenforceability and collectability of such Guaranty (including, including any judgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the filing of financing statements jurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Agent may be reasonably requested by require. In connection with the Administrative delivery of any Joinder Agreement or separate Guaranty, the Borrower shall deliver to the Agent or such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Collateral AgentAgent may reasonably require.

Additional Guarantors. If At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (80%) of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (c)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (c)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default, or (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary of the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases which has not executed a Guaranty to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance immediately comply with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Section).

Additional Guarantors. If (a) Each of the Credit Parties shall cause (i) the Borrower forms or acquires, directly or indirectly, any each of its Restricted Subsidiaries that is a Domestic Subsidiary (other than an Excluded Inactive Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures that becomes a Wholly-Owned Subsidiary of a Credit Party, (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary and (iv) upon the repayment of the Solvay Bonds and any refinancing thereof permitted by Section 6.3(c) that prohibits Solvay LCC from becoming a U.S. Guarantor hereunder, Solvay LLC, to promptly become a U.S. Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary by a Credit Party, such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or the repayment of the Solvay Bonds (or such other Indebtedness of Solvay LLC), as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) any the consummation of the Permitted Acquisition for which such Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation formed. The delivery of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to documents shall be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor accompanied by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral AgentAgents may reasonably request (including, for its benefit without limitation, certificates of incorporation, articles of incorporation and for the benefit bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate resolutions of the other Secured Parties, a Lien in the property and equity Board of Directors of any such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuarantor).

Additional Guarantors. The Company shall take all such action, and shall cause each of its Subsidiaries to take all such action, from time to time as shall be necessary or advisable to ensure that all Subsidiaries are Guarantors under the Guaranty. If the Company or any of its Subsidiaries is permitted to form or acquire any new Subsidiary pursuant to Section 9.9, the Company shall, or shall cause such new Subsidiary to, within five (5) days after receipt of the Purchaser’s consent to such formation or acquisition, execute and deliver (or cause the execution and delivery of): (a) a joinder agreement to the Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary (and its Subsidiaries, if any) would become a Guarantor, (b) such collateral security agreements, instrument and other documents, in form and substance reasonably satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien (subject only to the Liens of the Senior Lender) on all assets, properties and rights of such Subsidiary to secure the payment and performance in full of all Guarantied Obligations, (c) if such Subsidiary has any Subsidiaries, pledge agreements, together with (i) certificates representing all of the Borrower forms or acquires, directly or indirectly, Capital Stock of any Person owned by such Subsidiary (other than an Excluded Subsidiary) or and (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (undated stock powers executed in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c)blank, (d) (if such other agreements, instruments, approvals or other documents as may be requested by the Administrative Agent)Purchaser in order to create, (f)perfect, (g), (k), (l) and (m) [Deliveries]establish, and 8.1.17 [Collateral]maintain a valid, modified as appropriatefirst priority, perfected security interest and Lien in favor of the Purchaser (subject only to the Liens of the Senior Lender) or to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the other Investment Documents to which Guarantors are parties, and (Ce) documents necessary to grant and perfect Liens opinions of counsel to the Collateral Agent for Company or such Subsidiary as to such matters as the benefit of the Secured Parties in the Collateral held by such SubsidiaryPurchaser may request. For the avoidance of doubt, such Subsidiary, and if applicableIn addition, the other Loan Parties Company shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral AgentPurchaser a valid first priority, for its benefit perfected security interest and for Lien (subject only to the benefit Liens of the other Secured Parties, a Lien Senior Lender) in and to the property and equity Capital Stock of such any Subsidiary to secure the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuarantied Obligations.

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate or acquiresa Borrowing Base Loan of a Wholly-Owned Subsidiary of the Borrower be included as a Borrowing Base Asset as contemplated by §5.3 and such Real Estate or a Borrowing Base Loan is included as a Borrowing Base Asset in accordance with the terms hereof, directly the Borrower shall, as a condition to such Real Estate or indirectlya Borrowing Base Loan being included as a Borrowing Base Asset, cause each such Wholly-Owned Subsidiary, and any other Subsidiary of Borrower which owns an interest in such Wholly-Owned Subsidiary, to execute and deliver to the Agent a Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder and thereunder. In addition, in the event any Subsidiary (other than an Excluded of the Borrower shall constitute a Material Subsidiary) or (ii) , the Borrower shall promptly cause such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the REIT shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Indebtedness described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent a Joinder Agreement within five (5) Business Days of such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral AgentPerson’s becoming a Subsidiary of REIT), for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of cause each such Subsidiary to the extent required by the Loan Documents, subject execute and deliver to no Liens other than Permitted LiensAgent a Joinder Agreement, and such Subsidiary shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be duly perfected specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement, the Guaranty, the Indemnity Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all applicable requirements of Law representations, covenants and agreements in the Loan Documents with respect to the extent required by Guarantors to be true and correct with respect to each such Subsidiary. In connection with the Loan Documentsdelivery of such Joinder Agreement, including the filing of financing statements in Borrower shall deliver to the Agent such jurisdictions organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may be reasonably requested by the Administrative Agent or the Collateral Agentrequire.

Additional Guarantors. (a) If on the last day of the calendar quarter ending September 30, 2000 and each calendar quarter ending thereafter the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors is less than 70% of the Adjusted EBITDA for such four calendar quarters of the Parent and the Non-Real Estate Restricted Subsidiaries, then the Parent will, within 15 Business Days of the date on which the balance sheet for such date is required to be delivered pursuant to Section 7.6(i) or Section 7.6(ii), cause a Subsidiary or Subsidiaries to become a Guarantor or Guarantors hereunder so that the portion of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors for such period is equal to or in excess of 70% of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries for such period. To the extent any Subsidiary becomes a Guarantor as a result of the requirements of this Section 7.24(a), the Guaranty of such Subsidiary shall be released upon request of the Borrower if (i) on the last day of two successive calendar quarters the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower forms or acquires, directly or indirectly, any Subsidiary and the Guarantors (other than an Excluded Subsidiarythe Guarantor which the Borrower has requested be released) or is greater than 70% of the Adjusted EBITDA for each such period of the Parent and its Non-Real Estate Restricted Subsidiaries and (ii) any Subsidiary that was an Excluded Subsidiary ceases no Event of Default or Default is continuing. The Administrative Agent is hereby authorized to be an Excluded Subsidiary, execute all appropriate documents on behalf of the Borrower shall cause such Subsidiary Lenders to join this Agreement within 30 days after document the date of acquisition or formation release of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in from its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuaranty.

Additional Guarantors. If (i) In the Borrower forms event of any Bond Issuance occurring after the Closing Date or acquires, directly the issuance after the Closing Date of any guaranty or indirectly, other credit support for any Subsidiary Bonds (other than an Excluded Subsidiary) or (ii) any guaranty issued after the Closing Date that is required to be issued pursuant to the terms of the Note Documents in effect as of the Closing Date), in each case by any Subsidiary that was of the Parent Guarantor other than the Operating Partnership or an Excluded Subsidiary ceases to be an Excluded Subsidiaryexisting Guarantor, the Borrower shall cause such Subsidiary to join this Agreement issuer or any such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (each, an “Additional Guarantor”) within 30 15 days after the date of acquisition such Bond Issuance or formation issuance of such Subsidiary guaranty or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each caseprovision of such credit support, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor applicable, by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in Guaranty Supplement guaranteeing the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit Obligations of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties under the Loan Documents; provided, however, that Foreign Subsidiaries shall execute be permitted to incur (i) Debt in connection with such Bonds in a principal amount not to exceed 7.5% of Total Asset Value, (ii) Debt under the Global Revolving Credit Facility Documents, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 3.01(a)(iii), a Lien in the property (iv), (v), (vi) and equity of (vii) with respect to such Subsidiary to the extent required by the Loan DocumentsAdditional Guarantor, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If (i) Notify the Borrower forms or acquires, directly or indirectly, Administrative Agent at the time that any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Person becomes a Material Subsidiary, the Borrower shall time any existing Subsidiary becomes a Material Subsidiary, or the time a Subsidiary is deemed a Guarantor Subsidiary for the purposes of satisfying the 90% Threshold and promptly thereafter (and in any event, with respect to Domestic Subsidiaries, within thirty (30) days, and, with respect to Foreign Subsidiaries, within sixty (60) days), cause such Subsidiary Person to join this Agreement within 30 days after the date of acquisition or formation of (a) if such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as is a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Domestic Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent an Unlimited Subsidiary Guaranty Joinder Agreement duly executed by such Guarantor Subsidiary; (b) if such Subsidiary is a Foreign Subsidiary, and the Collateral Agent such amendments or supplements to the relevant Security Documents extent lawful, no onerous governmental approval requirements would result or such other documents as be necessary and no adverse tax consequences would result therefrom, deliver to the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of Limited Subsidiary Guaranty Joinder Agreement duly executed by such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted LiensGuarantor Subsidiary, and shall take all actions necessary or advisable in the opinion of (c) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (v) of Section 4.01(a) and favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) or (b), as applicable), all in form, content and scope reasonably satisfactory to the Collateral Agent Administrative Agent. Notwithstanding anything to the contrary herein, the Borrowers shall at all times cause such of its Subsidiaries necessary to meet the Lien created 90% Threshold to be Guarantor Subsidiaries and to be bound by the applicable Security Documents to be duly perfected in accordance with all applicable requirements terms of Law to a Guaranty. To the extent additional Subsidiaries are required by to become Guarantors pursuant to this Section 6.10, each new Guarantor Subsidiary that is a Domestic Subsidiary shall enter into a Pledge Joinder Agreement pursuant to which it shall pledge its then owned Pledged Interests, and each owner of the Loan DocumentsCapital Securities of such Guarantor Subsidiary (if any such owner is WFS or any of its Domestic Subsidiaries) shall deliver a Pledge Agreement Supplement or Pledge Joinder Agreement, including the filing of financing statements as applicable, pursuant to which such owner shall pledge its then owned Pledged Interests in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuarantor Subsidiary.

Additional Guarantors. If In the event that (i) the Borrower forms Company shall cause a new Subsidiary to be formed, or acquiresacquire such shares of any corporation, directly or indirectlysuch equity interest in any other Person, any that it shall become a Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases which is not a Guarantor becomes party to be an Excluded Subsidiarya lease or a management agreement or otherwise actively participates in the management or operation of a Restaurant-Related Business or other facility, the Borrower shall cause such Subsidiary to join this Agreement within 30 shall thereupon be deemed a Guarantor. The Company shall give the Bank not less than fifteen (15) days after notice following the date formation or acquisition of acquisition a new Subsidiary or of a Subsidiary becoming a Guarantor, which notice shall (i) specify the name and state of incorporation or formation of such Subsidiary new Guarantor, identify each of the shareholders, or within 30 days after other equity owners therein, and state the date any Subsidiary that was an Excluded Subsidiary ceases number of shares or other equity interest owned by each of them, (ii) state whether it is to be an Excluded Subsidiary (in each case, a party to a lease or such longer period as management agreement and identify the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicableother party thereto, (Aiii) a signed Guarantor Joinder, (B) documents in give the forms described in Sections 7.1.1(b), (c), (d) (if requested address of any Restaurant-Related Business or other facility to be operated or managed by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriatesuch Guarantor, and (Civ) documents necessary state the amount to grant and perfect Liens be invested by the Company in such Guarantor or to be paid by it to acquire same. Concurrently with the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubtCompany's creating or acquiring a new Guarantor, or any Subsidiary becoming a Guarantor, such Subsidiary, and if applicable, the other Loan Parties Guarantor shall execute and deliver a Guaranty to the Administrative Agent Bank, and the Collateral Agent a Guarantor's Security Agreement pursuant to which such amendments or supplements to the relevant Security Documents or such other documents Guarantor, as the Administrative Agent or the Collateral Agent debtor, shall deem necessary or advisable to grant to the Bank a first priority perfected security interest in its Guarantor's Collateral Agent, for its benefit and for subject only to the benefit lien of Purchase Money Indebtedness in respect thereof. All of the other Secured Parties, a Lien shares in the property and equity of any such Subsidiary Guarantor which have been issued to the extent required Company, together with stock powers executed in blank by the Loan DocumentsCompany or if applicable a collateral assignment of any other form of equity interest in a Subsidiary, subject sufficient to no Liens transfer such shares or other than Permitted Liensinterest upon delivery, shall be delivered by the Company to the Bank promptly after the Company's receipt thereof, which shares and shall take all actions necessary stock powers or advisable in the opinion collateral assignment will thereupon become part of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentCompany's Collateral.

Additional Guarantors. If Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within IO days) Borrower shall (a) execute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b) cause such Person to (i) the Borrower forms become a Guarantor by executing and delivering to Administrative Agent a Guaranty (or acquiresa joinder to any existing Guaranty), directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the execute and deliver all Security Documents requested by Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering pledging to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by all of its Property ( subject to such Subsidiary. For the avoidance of doubtexceptions as Administrative Agent may permit), such Subsidiarysubject, with respect to Oil and if applicableGas Properties, the other Loan Parties shall execute limitations set forth in clause (iii) below and deliver take all actions required by Administrative Agent to grant to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, Parties a perfected first priority Lien in the property and equity of on such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documentsproperty, including the filing of UCC financing statements in such jurisdictions as may be reasonably requested by Administrative Agent, (iii) with respect to each Oil and Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages and evidence of the proper recordation of each such Mortgage in the appropriate filing office, in each case, sufficient to cause the Recognized Value of the Mortgaged Properties to be not less than the Required Reserve Value, (iv) deliver to Administrative Agent or title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall have received, together with the Collateral title information previously delivered to Administrative Agent, acceptable title information regarding those Oil and Gas Properties that in the aggregate represent not less than 80% of the Recognized Value of all Proved Oil and Gas Properties evaluated in the most recent Reserve Report; and (v) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent.

Additional Guarantors. If (i) In the Borrower forms event of any Bond Issuance occurring after the Closing Date or acquires, directly the issuance after the Closing Date of any guaranty or indirectly, other credit support for any Subsidiary Bonds (other than an Excluded Subsidiary) or (ii) any guaranty issued after the Closing Date that is required to be issued pursuant to the terms of the Note Documents in effect as of the Closing Date), in each case by any Subsidiary that was of the Parent Guarantor other than the Operating Partnership or an Excluded Subsidiary ceases to be an Excluded Subsidiaryexisting Guarantor, the Borrower shall cause such Subsidiary to join this Agreement issuer or any such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (each, an “Additional Guarantor”) within 30 15 days after the date of acquisition such Bond Issuance or formation issuance of such Subsidiary guaranty or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each caseprovision of such credit support, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor applicable, by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in Guaranty Supplement guaranteeing the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit Obligations of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties under the Loan Documents; provided, however, that Foreign Subsidiaries shall execute be permitted to incur (i) Debt in connection with such Bonds in a principal amount not to exceed 7.5% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 3.01(a)(iii), a Lien in the property (iv), (v), (vi) and equity of (vii) with respect to such Subsidiary to the extent required by the Loan DocumentsAdditional Guarantor, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender Party and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If Within 30 days (ior such longer period of time permitted by the Administrative Agent in its sole discretion) (the “Guarantee Ratio Cure Period”) after the earlier of (x) the deadline for delivering a Compliance Certificate pursuant to Section 6.6(b) with respect to any fiscal quarter that, if such Compliance Certificate is delivered by such deadline, shows or, if not delivered by such deadline for such fiscal quarter, could reasonably be expected to show, non-compliance with the Guarantee Coverage Ratio and (y) the first date in any fiscal quarter when a responsible officer of the Borrower forms or acquires, directly Holdings has knowledge that the Borrower will not be in compliance with the Guarantee Coverage Ratio for such particular fiscal quarter or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiaryprior fiscal quarter for which the Compliance Certificate has not been delivered, the Borrower shall (A) cause such Subsidiary one or more of its Subsidiaries or Local ​ 97 ‌ ​ ​ ​ ​ ‌ ​ ​ Content Entities to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering execute and deliver to the Administrative Agent and Collateral Agenta Guaranty Supplement together with the other New Guarantor Documentation with respect to such Subsidiary or Subsidiaries or Local Content Entity(ies) entering into the Subsidiary Guaranty Agreement, as applicable, (A) a signed Guarantor Joinderto become compliant with the Guarantee Coverage Ratio and deliver an updated Compliance Certificate reflecting such additional Guarantors, (B) documents permanently reduce Commitments in order to become compliant with the Guarantee Coverage Ratio, (C) perform a combination of the actions set forth in the forms described in Sections 7.1.1(b), immediately preceding clauses (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (lA) and (mB), and/or (D) [Deliveries]take such other action (including, without limitation, the reactivation of any cold stacked Rig directly wholly owned by a Loan Party) (and 8.1.17 [Collateral], modified shall deliver an updated Compliance Certificate reflecting such action) as appropriate, and (C) documents necessary shall be sufficient to grant and perfect Liens cause the Borrower to be in compliance with the Collateral Agent for the benefit Guarantee Coverage Ratio as of the Secured Parties in end of the Collateral held by such SubsidiaryGuarantee Ratio Cure Period. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver notwithstanding anything to the Administrative Agent and contrary contained herein, failure to comply with the Guarantee Coverage Ratio at the end of any fiscal quarter shall not constitute a Default or Event of Default so long as the Borrower shall have taken the actions specified in the preceding sentence prior to the expiration of the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentCoverage Ratio Cure Period.

Additional Guarantors. If (i) In the Borrower forms event of any Bond Issuance occurring after the Closing Date or acquires, directly the issuance after the Closing Date of any guaranty or indirectly, other credit support for any Subsidiary Bonds (other than any guaranty issued after the Closing Date that is required to be issued pursuant to the terms of the Note Documents in effect as of the Closing Date), in each case by any Wholly‑Owned Subsidiary or any wholly‑owned Subsidiary of the Parent Guarantor (other than Digital Realty - Term Loan Agreement the Operating Partnership, an Excluded existing Guarantor or an Immaterial Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases such Bond Issuances, guaranties and credit support being referred to be an Excluded Subsidiaryas “Bond Debt”), the Borrower shall cause such Subsidiary to join this Agreement issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (each, an “Additional Guarantor”) within 30 15 days after the date of acquisition or formation issuance of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor Bond Debt by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in Guaranty Supplement guaranteeing the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit Obligations of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties under the Loan Documents; provided, however, that Wholly‑Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall execute be permitted to incur (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 3.01(a)(iii), a Lien in the property (iv), (v), (vi) and equity of (vii) with respect to such Subsidiary to the extent required by the Loan DocumentsAdditional Guarantor, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If (i) To the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases extent not a party to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after Indenture on the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in hereof, each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 and shall Guarantee the obligations of the Company under this Indenture and the Collateral Agent Notes. Concurrently with the execution and delivery of such amendments or supplements supplemental indenture, such Guarantor shall deliver to the relevant Security Documents or Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit Guarantor and for the benefit of the other Secured Parties, that such Guarantor’s Guarantee is a Lien in the property valid and equity legally binding obligation of such Subsidiary to the extent required by the Loan DocumentsGuarantor, enforceable against such Guarantor in accordance with its terms, subject to no Liens other than Permitted Lienscustomary limitations, qualifications, exceptions and assumptions. The Note Guarantee of any Guarantor shall take all actions necessary or advisable be evidenced solely by its execution and delivery of this Indenture (or, in the opinion case of any Guarantor that is not party to this Indenture on the date hereof, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Note Guarantee or notation thereof. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 shall be and remain in full force and effect notwithstanding any failure to endorse on any Note a notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Administrative Agent or Note Guarantees set forth in this Indenture on behalf of each of the Collateral Agent to cause Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the Lien created by time the applicable Security Documents to Trustee authenticates the Note, the Note Guarantee shall be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentvalid nevertheless.

Additional Guarantors. If (i) the Borrower forms on or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition this First Supplemental Indenture, the Company or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each caseof the Operating Partnership guarantees the Operating Partnership’s indebtedness under, or such longer period as otherwise becomes an obligor with respect to, the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) Credit Agreement (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, Company or such Subsidiary, as the case may be, is not already a Guarantor of the Notes), such entity (each, a “Possible Future Guarantor”) shall immediately be and if applicablebecome, automatically and without the execution or delivery of any supplemental indenture or other Loan Parties instrument or other action by any Person, jointly and severally with any other Guarantors of the Notes, a Guarantor of the Notes and shall be subject to and bound by all of the terms and provisions of the Indenture applicable to a Guarantor of the Notes (subject to Section 2.2(b)); provided that the Operating Partnership shall cause such Possible Future Guarantor to within thirty (30) calendar days, (i) execute and deliver to the Administrative Agent Trustee a supplemental indenture substantially in the form of Exhibit B to acknowledge such Guarantee in accordance with this Section 2.2 and Article Sixteen of the Collateral Agent such amendments or supplements Indenture, and (ii) deliver to the relevant Security Documents or such Trustee, in addition to any other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant be delivered to the Collateral Agent, for its benefit and for the benefit Trustee pursuant to Section 903 of the other Secured PartiesBase Indenture, a Lien in an Opinion of Counsel to the property and equity effect that (x) the execution of such Subsidiary to the extent required supplemental indenture is authorized or permitted by the Loan DocumentsBase Indenture, and (y) such supplemental indenture, has been duly authorized, executed and delivered by, and is a valid and binding obligation of such entity, enforceable against such entity in accordance with its terms, subject to no Liens customary exceptions. For so long as any Possible Future Guarantor provides a Guarantee, such Possible Future Guarantor shall agree that it waives and will not in any manner whatsoever claim or take the benefit or advantage of any right of reimbursement, indemnity or subrogation or any other than Permitted Liens, and shall take all actions necessary or advisable rights against the Operating Partnership as a result of any payment by it under its guarantee until the Notes have been paid in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentfull.

Additional Guarantors. If (i) The initial Guarantors hereunder shall be the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, Subsidiaries of the Borrower shall cause such Subsidiary to join this Agreement within 30 days after Company as are signatories on the date of acquisition or formation of such Subsidiary or within 30 days after hereof. From time to time subsequent to the date hereof, additional Persons may become parties hereto, as additional Guarantors (each an “Additional Guarantor”), in accordance with the requirements of Section 9.7 of the Note Agreement by executing and delivering to each holder of Notes a Joinder Agreement to this Guaranty in the form of Exhibit A hereto. Upon delivery of any Subsidiary that was an Excluded Subsidiary ceases to such executed Joinder Agreement, notice of which is hereby waived by the other Guarantors, each such Additional Guarantor shall be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering under this Guaranty with the same force and effect, and subject to the Administrative Agent same agreements, representations, guaranties, indemnities, liabilities and Collateral Agent, obligations as applicable, (A) a signed if such Additional Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be diminished or otherwise affected by the Administrative Agent)addition or release of any other Guarantor hereunder, (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary nor by any election of the Beneficiaries not to grant and perfect Liens cause any Person otherwise obligated to become a Guarantor hereunder pursuant to the Collateral Agent for the benefit terms of the Secured Parties Note Agreement to become an Additional Guarantor hereunder. The addition or release of any Guarantor hereunder shall not require the consent of any other Guarantor and all of the Guaranteed Obligations of each Guarantor under this Guaranty shall remain in full force and effect notwithstanding the Collateral held by such Subsidiaryaddition or release of any Guarantor to or from this Guaranty. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall Each Guarantor agrees to execute and deliver a Consent and Reaffirmation in the form of Exhibit B hereto, or in a form otherwise satisfactory to the Administrative Agent and the Collateral Agent such amendments Required Holders, on or supplements prior to the relevant Security Documents effectiveness of each amendment, consent, supplement or such other documents as modification of the Administrative Agent Note Agreement or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentNotes.

Additional Guarantors. If (i) Concurrently with the Borrower forms acquisition or acquires, directly or indirectly, formation of any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was designated an Excluded Unrestricted Subsidiary ceases to be an Excluded Subsidiaryin accordance with the terms of this Agreement substantially concurrently with such acquisition or formation) and in any event not later than 30 days following such acquisition or formation, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering delivered to the Administrative Agent (i) a Joinder Agreement executed by such Restricted Subsidiary and Collateral Agent, as applicablethe direct owner of the Equity Interests of such Restricted Subsidiary, (Aii) a signed Guarantor Joinderstock certificates or other instruments representing all the Equity Interests of such Restricted Subsidiary and stock powers and instruments of transfer, (B) documents endorsed in the forms described in Sections 7.1.1(b)blank, (c)with respect to such stock certificates or other instruments, (d) (or, if requested by the Administrative Agent)any Equity Interests pledged pursuant to such Security Agreement are uncertificated securities, (f), (g), (k), (l) confirmation and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as perfected by the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with the UCC, (iii) all applicable requirements agreements, deeds of Law to the extent trust, mortgages, documents and instruments, including UCC Financing Statements (Form UCC-1), required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be law or reasonably requested by the Administrative Agent to be executed, filed, registered or recorded to create or perfect the Collateral Liens on the Property of such Subsidiary (except to the extent not required under the Security Agreement), (iv) UCC searches, all dated reasonably close to the date of the Joinder Agreement and in form and substance satisfactory to the Administrative Agent, and evidence reasonably satisfactory to the Administrative Agent that any Liens indicated in such UCC searches are Excepted Liens or have been released, (v) the corporate resolutions or similar approval documents of such Restricted Subsidiary approving the execution and delivery of the Joinder Agreement and the performance of the Security Agreement and Guaranty by such Restricted Subsidiary, and (vi) a legal opinion reasonably acceptable to the Administrative Agent, opining favorably on the execution, delivery and enforceability of the Loan Documents to which such Restricted Subsidiary is a party, and the grant and perfection of the security interest or trust lien purported to be made or effected by any such Loan Document and otherwise being in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Borrower shall cause any Subsidiary which Guarantees obligations under any First Lien Loan Document to contemporaneously become a Guarantor hereunder.

Additional Guarantors. If on the last day of the calendar quarter ended September 30, 2013 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the Borrower forms or acquires, directly or indirectly, any Subsidiary 12-month period then ended (other than an Excluded Subsidiaryas a result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) any Subsidiary that was an Excluded Subsidiary ceases 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be an Excluded Subsidiarydelivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after become a Guarantor hereunder. Together with the date delivery of acquisition or formation of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each casedeliver corporate resolutions, or opinions of counsel, and such longer period other corporate documentation as the Administrative Agent may agree in its reasonable discretion) as shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor by delivering to hereunder unless (i) it exceeds either of the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents thresholds set forth in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) second preceding sentence and (mii) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to at the Collateral Agent for the benefit end of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit immediately preceding fiscal quarter of the other Secured Parties, a Lien in Parent the property and equity of such Subsidiary Cash Flow Leverage Ratio is 3.00 to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary 1.00 or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agenthigher.

Additional Guarantors. If (ia) Borrower shall notify Administrative Agent at the Borrower forms time that any Person becomes a Subsidiary, and promptly thereafter (and any event within twenty (20) days), except with respect to Xxxxxx India, Micro or acquires, directly or indirectly, any other Foreign Subsidiary (other than an Excluded a Foreign Subsidiary required to comply with this clause (a) pursuant to clause (c)(i) below), (i) execute and deliver to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be reasonably requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all ownership interests held by any Obligated Party in such Subsidiary) or , and (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary Person to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretiona) as become a Guarantor by executing and delivering to the Administrative Agent and Collateral Agent, as applicablea Guaranty, (Ab) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if execute and deliver all Security Documents requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary Agent pledging to grant and perfect Liens to the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral held by all of its Property (subject to such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the exceptions as Administrative Agent may permit or as otherwise allowed by this Agreement) and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the take all actions reasonably required by Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and Administrative Agent for the benefit of the other Secured Parties, Parties a Lien perfected first priority security interest in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documentsproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by Administrative Agent, (c) with respect to each real property owned in fee simple by such Subsidiary: (i) the Mortgage and evidence of the proper recordation of each such Mortgage (or the delivery of any such Mortgage to the applicable title insurance company for recordation, on or immediately after the date of such delivery to such company) in the appropriate filing office, and (ii) the Owned Real Estate Support Documents with respect to such real property; and (d) deliver to Administrative Agent such other documents and instruments as Administrative Agent may require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not enter into any Mortgage acquired by any Obligated Party after the Closing Date until the date that is (a) if such Mortgaged Property relates to a property not located in a flood zone, five (5) Business Days or (b) if such Mortgaged Property relates to a property located in a flood zone, thirty (30) days, after Administrative Agent has delivered to the Collateral AgentLenders the following documents in respect of such Mortgaged Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Mortgaged Property is located in a “special flood hazard area”, (A) a notification to the applicable Obligated Party of that fact and (if applicable) notification to the applicable Obligated Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Obligated Party of such notice; and (iii) evidence of required flood insurance in compliance with the applicable regulations of the Board of Governors of the Federal Reserve System.

Additional Guarantors. If In the event of any incurrence (iincluding the assumption of existing Indebtedness via an acquisition of Equity Interests) of Senior Financing Obligations occurring after the Borrower forms or acquires, directly or indirectly, Closing Date by any Subsidiary of the Parent (other than thean existing Borrower or an Excluded Subsidiaryexisting Guarantor) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary shall, at the cost of the Loan Parties, become (a) an Additional Borrower hereunder in accordance with Section 7.13 and/or (b) a Subsidiary Guarantor hereunder (each Subsidiary Guarantor that delivers or accedes to join this Agreement the Subsidiary Guaranty after the Amendment No. 1 Effective Date being an “Additional Guarantor”), in each case within 30 days after such incurrence of Senior Financing Obligations by either (i) in the date case of acquisition or formation clause (a), complying with the provisions of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by Section 7.13 and executing and delivering to the Administrative Agent (x) prior to the date that the Subsidiary Guaranty has been executed and Collateral Agentdelivered, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriateSubsidiary Guaranty, and (Cy) documents necessary to grant thereafter, a counterpart of the Subsidiary Guaranty or such other documentan accession thereto as the Administrative Agent shall deem appropriate for such purpose or (ii) in the case of clause (b), executing and perfect Liens delivering to the Collateral Administrative Agent for (x) prior to the benefit date that the Subsidiary Guaranty has been executed and delivered, the Subsidiary Guaranty, and (y) thereafter, a counterpart of the Secured Parties in Subsidiary Guaranty or an accession thereto as the Collateral held by Administrative Agent shall deem appropriate for such Subsidiarypurpose. For the avoidance of doubtEach such SubsidiaryAdditional Guarantor that is not also an Additional Borrower shall, within such Subsidiary30 day period, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 5.01(a)(iv), a Lien in the property (v) and equity of (ix) with respect to such Subsidiary to the extent required by the Loan DocumentsSubsidiaryAdditional Guarantor, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be SubsidiaryAdditional Guarantor that is reasonably requested by the Administrative Agent or any Lender Party and (C) a corporate formalities legal opinion relating to such SubsidiaryAdditional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any SubsidiaryAdditional Guarantor (other than an existing Borrower that is not then being released as a Borrower in accordance with Section 11.24) is no longer a guarantor or credit support providerobligor with respect to any Senior Financing Obligations, then the Administrative Agent shall, upon the request of the BorrowerOperating Partnership, promptly release such SubsidiaryAdditional Guarantor from the Subsidiary Guaranty by executing and delivering a guarantor release substantially in the form attached to Exhibit H hereto, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (80%) of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis, then, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.8 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.8 (iii)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default, or (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary of the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases which has not executed a Guaranty to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance immediately comply with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Section).

Additional Guarantors. If The Issuer and each Guarantor shall ensure that on the Issue Date and as at the end of each of KTZ's fiscal years beginning with the fiscal year ending December 31, 2010 (i) the Borrower forms or acquireseach, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiarya “Fiscal Year”), the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent aggregate combined total assets and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit total revenue of the Secured Parties in Issuer and the Collateral held by such Subsidiary. For Guarantors (determined separately and calculated on a stand-alone non-consolidated basis for each entity and without double counting (for the avoidance of doubt, such Subsidiaryall intra-group items and investments in Subsidiaries by the Issuer or a Guarantor, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent case may be, or the Collateral Agent any of their Subsidiaries shall deem necessary or advisable to grant to the Collateral Agentbe excluded) (such calculation, for its benefit and a “Combined Unconsolidated Basis”)) for the benefit most recently ended Fiscal Year shall equal or exceed (the “Guarantor Threshold Test”) 85.0% of the other Secured Partiesaggregate combined total assets and total revenue respectively, of KTZ and its Subsidiaries (determined on a Lien consolidated basis), by causing one or more of its Subsidiaries that are not Guarantors to become Guarantors in accordance with the property and equity terms of such Subsidiary these Conditions to the extent required necessary to ensure the foregoing thresholds are met. Such Guarantor Threshold Test shall be tested following each annual audit of KTZ in accordance with IFRS. The Issuer and each Guarantor shall procure that any Subsidiary, Transferee Subsidiary or Eligible Transferee that needs to become an Additional Guarantor pursuant to these Conditions shall execute a supplemental trust deed and a supplemental paying agency agreement in a form specified by the Loan DocumentsTrustee, subject to no Liens other the Trustee having been provided with such information as it may require in relation to any proposed Additional Guarantor prior to any supplemental trust deed or supplemental paying agency agreement being executed (the “Additional Guarantee Agreements”). The Issuer and each Guarantor shall give not less than Permitted Liens, 30 days' notice to the Trustee and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected Noteholders in accordance with all Condition 17 (Notices) of the addition of each Additional Guarantor and, so long as the Notes are listed on the London Stock Exchange and/or any other stock exchange on which the Notes may be listed or quoted from time to time, shall comply with applicable requirements rules of Law the London Stock Exchange and/or such other exchange (including preparation of a supplemental prospectus). The accession of the Additional Guarantors pursuant to this Condition 7 shall be conditional upon receipt by the Trustee of a legal opinion, in form and substance satisfactory to the Trustee, of independent legal counsel of recognised standing as to the enforceability of the guarantee under the Additional Guarantee Agreements from such Additional Guarantor. The Trustee shall be entitled to accept the legal opinion referred to above without further enquiry or liability to any Person as sufficient evidence of the matters contained therein. The obligations of each Additional Guarantor will be limited under relevant laws applicable to such Additional Guarantor to the extent required by that the Loan Documents, including granting of the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.relevant guarantee would:

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, Xxxx Realty OP, or acquiresXxxx OP be included as an Unencumbered Property as contemplated by Section 2.28 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof, directly the Borrower shall, as a condition to such Real Estate being included as an Unencumbered Property but subject to Section 5.11(d), cause each Unencumbered Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or indirectlyXxxx OP which owns an interest in such Unencumbered Property Owner, to execute and deliver to the Administrative Agent a Joinder Agreement on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(c), and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary (other than an Excluded of the Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent and on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(c) or (ii) execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the Borrower shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Collateral Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent or may reasonably require, including, without limitation, the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance Guarantor Organizational Deliverables with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentrespect thereto.

Additional Guarantors. If The Credit Parties will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing to promptly (iand in any event within thirty (30) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition such Domestic Subsidiary is formed or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary acquired (in each case, or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) (a) become a Guarantor hereunder by way of execution of a Joinder Agreement, and (b) to become a grantor under the Security Agreement and a pledgor under the Pledge Agreement by executing and delivering to the Administrative Agent the Security Agreement and the Pledge Agreement or supplements thereto, whereby such Subsidiary will grant a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Equity Interests of such new Guarantor and its Domestic Subsidiaries (but not including, in any case, Domestic Subsidiaries and Equity Interests described in the last sentence of Section 5.12(a)) and 65% (or, after any applicable Change in Law, such higher percentage that would not result in any adverse tax consequences for such new Guarantor) of the voting Equity Interests and 100% of the non-voting Equity Interests of its first-tier Foreign Subsidiaries; provided, however, that to the extent any Domestic Subsidiary is subject to the terms of any Acquired Indebtedness and such Acquired Indebtedness prohibits such Domestic Subsidiary from becoming a Guarantor hereunder or becoming a party to the Security Agreement or Pledge Agreement (provided that such terms were not incurred in connection with, or in anticipation of, such acquisition), then such Domestic Subsidiary shall not be required to become a Guarantor hereunder or to become a party to the Security Agreement or the Pledge Agreement until such time as such Domestic Subsidiary is no longer subject to the terms of such Acquired Indebtedness. In connection with the foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor such documents or agreements as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentrequest.

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, Xxxx Realty OP, or acquiresXxxx OP be included as a 85 Poolan Unencumbered Property as contemplated by Section 2.28 and such Real Estate is approved for inclusion as a Poolan Unencumbered Property in accordance with the terms hereof, directly the Borrower shall, as a condition to such Real Estate being included as a Poolan Unencumbered Property but subject to Section 5.11(d), cause each PoolUnencumbered Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or indirectlyXxxx OP which owns an interest in such PoolUnencumbered Property Owner, to execute and deliver to the Administrative Agent a Joinder Agreement on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(c), and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary (other than an Excluded of the Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent and within sixty on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(60c) or (ii) calendar days execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the Borrower shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Collateral Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent or may reasonably require, including, without limitation, the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance Guarantor Organizational Deliverables with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentrespect thereto.

Additional Guarantors. If (i) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in Cause each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit member of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance Consolidated Group that owns all or any portion of doubt, such Subsidiary, and if applicable, the other Loan Parties shall an Unencumbered Asset to execute and deliver to the Administrative Agent an Unencumbered Asset Guaranty within (10) days after the date that such member of the Consolidated Group first owns all or any portion of an Unencumbered Asset, whether through the acquisition of such a Property or the release of such a Property from a Lien securing Indebtedness or from any other restriction or encumbrance that prevented such Property from qualifying as an Unencumbered Asset. If at any time (i) a member of the Consolidated Group that has signed and delivered an Unencumbered Asset Guaranty has commenced efforts to sell an Unencumbered Asset or any portion thereof or to obtain financing to be secured by a Lien thereon (to be closed, in either case within sixty (60) days after the Collateral Agent such amendments or supplements date of the following request for release), (ii) Borrower delivers a written request to the relevant Security Documents or such other documents as the Administrative Agent (to be delivered together with a certification of such fact) for the release of such member from its Unencumbered Asset Guaranty, (iii) Borrower delivers a compliance certificate in substantially the form of Exhibit H hereto signed by the Borrower’s chief financial officer, treasurer or chief accounting officer confirming that Borrower would have been be in compliance with all of the Collateral Agent shall deem necessary covenants of the Loan Documents as of the end of the last fiscal quarter, assuming the applicable Unencumbered Asset was sold or advisable to grant a Lien securing an amount equal to the Collateral Agent, for its benefit and for proposed financing was placed thereon on the benefit of the other Secured Parties, a Lien in the property and equity last day of such Subsidiary fiscal quarter, showing the calculations and computations necessary to determine such pro-forma compliance with the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, financial covenants contained in this Agreement (including such schedules and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions backup information as may be reasonably requested necessary to demonstrate such compliance), and (iv) no Default or Event of Default exists at the time of request described in the immediately preceding clause (ii), such member of the Consolidated Group shall be released from its Unencumbered Asset Guaranty by a written release executed by the Administrative Agent on behalf of the Lenders, provided that if the projected sale or secured financing is not effectuated Borrower shall cause such Unencumbered Asset Guaranty to be re-executed and re-delivered to the Collateral Administrative Agent.

Additional Guarantors. If Upon the earlier to occur of (1) thirty (30) days after the filing of articles of incorporation, certificates of limited partnership or similar organizational documents with the appropriate Governmental Authority of any future Subsidiary of Borrower (excluding Excluded Subsidiaries and Foreign Subsidiaries) or (2) two (2) Business Days prior to the date that such Subsidiary obtains from Borrower proceeds of an Advance under the Revolving Credit Facility or includes any of its assets in calculating the Asset Coverage Requirement, Borrower shall cause to be delivered to Administrative Agent (a) a Supplement to Schedule I properly executed by such future Subsidiary, (b) a Guaranty Agreement, executed by such future Subsidiary, (c) a contribution and indemnification agreement, in form and substance satisfactory to Administrative Agent, executed by Borrower, Administrative Agent and all of the Guarantors, (d) a Pledge Agreement and all financing statements related thereto, properly executed by Borrower or the appropriate Guarantor pursuant to which all of the outstanding shares of stock of such future Subsidiary are pledged to Administrative Agent (for the benefit of Lenders), together with the original stock certificates accompanied by stock powers executed in blank by Borrower or the appropriate Guarantor evidencing the shares of stock required to be pledged under this Agreement, and (e) all resolutions, certificates or documents Administrative Agent may reasonably request relating to the formation, existence and good standing of such future Subsidiary, corporate authority for the execution and validity of the Loan Documents described in clauses (a), (b), (c) and (d) immediately above and any other documents and matters relevant to the formation of such future Subsidiary and its status as a Guarantor hereunder (if applicable), all in form and substance satisfactory to Administrative Agent, which resolutions, certificates and documents shall include, without limitation, (i) the Borrower forms or acquiresarticles of incorporation and bylaws of such future Subsidiary, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, resolutions of the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date board of acquisition or formation directors of such future Subsidiary or within 30 days after authorizing the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary execution of the Loan Documents described in clauses (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicablea), (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(bb), (c), ) and (d) (if requested by immediately above on behalf of such future Subsidiary and the Administrative Agent)granting of all the relevant Lenders' Liens as security for the Credit Facilities and the Letters of Credit, (f), (g), (k), (liii) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriatecertificates of incumbency for the officers of such future Subsidiary, and (Civ) documents necessary to grant certificates of corporate existence and perfect Liens to good standing issued by the Collateral Agent for the benefit state of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity incorporation of such future Subsidiary to and from the extent appropriate Governmental Authority of each state in which such future Subsidiary is required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents law to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentqualified.

Additional Guarantors. If (i) To the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases extent not a party to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after Indenture on the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in hereof, each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations of the Company under this Indenture and the Collateral Agent Notes. Concurrently with the execution and delivery of 108 such amendments or supplements supplemental indenture, such New Guarantor shall deliver to the relevant Security Documents or Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit New Guarantor and for the benefit of the other Secured Parties, that such New Guarantor’s Guarantee is a Lien in the property valid and equity legally binding obligation of such Subsidiary to the extent required by the Loan DocumentsNew Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to no Liens other than Permitted Lienscustomary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall take all actions necessary or advisable be evidenced solely by its execution and delivery of this Indenture (or, in the opinion case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees that its Notes Guarantee set forth in Section 11.01 shall be and remain in full force and effect notwithstanding any failure to endorse on any Note a notation of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Administrative Agent or Notes Guarantees set forth in this Indenture on behalf of each of the Collateral Agent to cause Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the Lien created by time the applicable Security Documents to Trustee authenticates the Note, the Notes Guarantee shall be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentvalid nevertheless.

Additional Guarantors. If (i) If, at any time, a Restricted Subsidiary of the Borrower forms that is organized under the laws of the United States or acquiresany state or territory thereof has assets that (when aggregated with the combined book value of the assets of all other Restricted Subsidiaries that are not Guarantors at such time) constitute more than 5% of the combined book value of the assets of the Borrower and its Restricted Subsidiaries on a consolidated basis at such time, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, then the Borrower shall cause such Restricted Subsidiary (or such other Restricted Subsidiaries that are not Guarantors at such time as are necessary to join this Agreement within 30 days after cause the date of acquisition or formation aggregate combined book value of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases non-Guarantor Restricted Subsidiaries to be less than 5% of the combined book value of the Borrower and its Restricted Subsidiaries) to execute and deliver to the Administrative Agent (a) a Guaranty Agreement guaranteeing the Obligations on the same basis as the other Guarantors and (b) a Security Agreement, Collateral Assignment of Insurance, an Excluded Subsidiary (in each caseAssignment of Earnings, Fleet Mortgage and such other Security Documents, legal opinions and other documents or such longer period certificates as the Administrative Agent may agree reasonably request in its reasonable discretion) as a Guarantor by delivering order to secure the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such SubsidiaryObligations. For the avoidance of doubt, such Subsidiary, and if applicableIn addition, the other Loan Parties Borrower shall execute and deliver to the Administrative Agent an amendment and the Collateral Agent such amendments or supplements supplement to the relevant Security Documents or Pledge Agreement, in form and substance reasonably satisfactory to the Administrative Agent, pledging 100% of the capital stock of such Restricted Subsidiary as security for the Obligations and such financing statements, stock powers, legal opinions and other documents or certificates related thereto as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agentmay reasonably request. If, for its benefit and for the benefit at any time, a Restricted Subsidiary of the Borrower that is not organized under the laws of the United States or any state or territory thereof has assets that (when aggregated with the combined book value of the assets of all other Secured PartiesRestricted Subsidiaries that are not Guarantors at such time) constitute more than 5% of the combined book value of the assets of the Borrower and its Restricted Subsidiaries on a consolidated basis, a Lien in then the property Borrower shall execute and equity of such Subsidiary deliver to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent an amendment and supplement to the Pledge Agreement, in form and substance reasonably satisfactory to the Administrative Agent, pledging 65% of the capital stock of such Restricted Subsidiary (or the Collateral Agent such other Restricted Subsidiaries that are not Guarantors at such time as are necessary to cause the Lien created by the applicable Security Documents aggregate combined book value of such non-Guarantor Restricted Subsidiaries to be duly perfected in accordance with all applicable requirements less than 5% of Law to the extent required by combined book value of the Loan DocumentsBorrower and its Restricted Subsidiaries) as security for the Obligations and such financing statements, including the filing of financing statements in such jurisdictions stock powers, legal opinions and other documents or certificates related thereto as may be reasonably requested by the Administrative Agent or the Collateral Agentmay reasonably request.

Additional Guarantors. If (i) To the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases extent not a party to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after Indenture on the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in hereof, each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent Trustee and the Collateral Agent a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations of the Issuer under this Indenture and the Notes. Concurrently with the execution and delivery of such amendments or supplements supplemental indenture, such New Guarantor shall deliver to the relevant Security Documents or such other documents as the Administrative Agent or Trustee and the Collateral Agent shall deem necessary or advisable to grant to an Opinion of Counsel that the Collateral Agentforegoing have been duly authorized, for its benefit executed and for the benefit of the other Secured Parties, delivered by such New Guarantor and that such New Guarantor’s Guarantee is a Lien in the property valid and equity legally binding obligation of such Subsidiary to the extent required by the Loan DocumentsNew Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to no Liens other than Permitted Lienscustomary limitations, qualifications, exceptions and assumptions. The Note Guarantee of any Guarantor shall take all actions necessary or advisable be evidenced solely by its execution and delivery of this Indenture (or, in the opinion case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Note Guarantee or notation thereof. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 shall be and remain in full force and effect notwithstanding any failure to endorse on any Note a notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Administrative Agent or Note Guarantees set forth in this Indenture on behalf of each of the Collateral Agent to cause Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the Lien created by time the applicable Security Documents to Trustee authenticates the Note, the Note Guarantee shall be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentvalid nevertheless.

Additional Guarantors. If (i) the Borrower forms With respect to any newly created or acquires, directly acquired Restricted Subsidiary of Partners or indirectly, with respect to any Unrestricted Subsidiary (other than an Excluded Subsidiaryredesignated as a Restricted Subsidiary in accordance with Section 9.17(b) or pursuant to the definition of Joint Venture, Partners will provide the Agent written notice thereof not more than ten (ii10) any Subsidiary that was an Excluded Subsidiary ceases Business Days’ (or at such earlier time as may be required hereunder with respect to be an Excluded SubsidiaryPermitted Acquisitions) after such creation, acquisition, or redesignation setting forth information in reasonable detail describing all of the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation material assets of such Subsidiary or Person and shall, within 30 thirty (30) days after the date any Subsidiary that was an Excluded Subsidiary ceases (or, with respect to be an Excluded Subsidiary clause (b) below, forty-five (45) days) (or, in each case, or such longer period as the Administrative Agent may agree in writing in its reasonable sole discretion) as after the creation, acquisition or redesignation of such Restricted Subsidiary (a) cause any such Restricted Subsidiary that is a Guarantor by delivering Domestic Subsidiary to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent a Joinder Agreement in substantially the form of Exhibit K, causing such Restricted Subsidiary to become a party to (i) the Guaranty Agreement, as a joint and several “Guarantor” thereunder, (ii) the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents Agreement, as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agentan “Obligor” granting a first priority Lien on its personal property, for its benefit and for the benefit of the other Secured Partiessubject to, a Lien in the case of personal property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Capital Stock of a Subsidiary or Joint Venture, Permitted Liens, and shall take with respect to the Capital Stock of Subsidiaries or Joint Ventures, Specified Permitted Liens, (iii) the Contribution Agreement, as a “Contributing Party” and (iv) the Pledge Agreement, as a “Pledgor,” causing all actions necessary or advisable of its Capital Stock (or, in the opinion case of any Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Administrative Agent Internal Revenue Code, and without waiving the requirement for the prior consent of the Required Lenders for the formation or the Collateral Agent to cause the Lien created by the applicable Security Documents acquisition thereof, sixty-five percent (65%) of its voting Capital Stock and one hundred percent (100%) of its non-voting Capital Stock) to be duly perfected in accordance with all applicable requirements of Law delivered to the extent required Agent (together with undated stock powers signed in blank and pledged to the Agent), (b) execute and deliver Mortgages and such Real Property Documentation as the Agent may request with respect to any Real Estate (other than Excluded Real Estate) owned or leased by such Credit Party, and (c) deliver such other documentation as the Loan DocumentsAgent may reasonably request in connection with the foregoing, including including, without limitation, appropriate UCC-1 financing 107 statements, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the filing legality, validity, binding effect, no conflicts with constitutional documents or material agreements, and enforceability of financing statements the documentation referred to above, and attachment and perfection of the Agent’s Lien in such jurisdictions as may be Restricted Subsidiary’s Collateral), all in form, content and scope reasonably requested by satisfactory to the Administrative Agent or the Collateral Agent.

Additional Guarantors. If (ia) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other Not later than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretionagree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary (other than a Bank Subsidiary) that is not a Guarantor as of the period end date of such financial statements would qualify as of such period end date as a Guarantor by delivering to Significant Subsidiary or (b) promptly (or such period as the Administrative Agent and Collateral Agent, as applicable, (Amay agree) after the date that any Subsidiary becomes a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary guarantor with respect to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicableany Existing Credit Agreement, the other Loan Parties Borrower shall cause such Subsidiary to execute and deliver to the Administrative Agent a Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Collateral Agent Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by‑laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such amendments or supplements Subsidiary comparable to the relevant Security Documents or those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent may reasonably request. The Borrower may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the Collateral Agent shall deem necessary terms of this Agreement, or advisable (ii) such Guarantor both (A) (x) has ceased to grant qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the Collateral Agentmost recent period for which financial statements have been delivered pursuant to Section 6.1, for its benefit would cease to qualify as a Significant Subsidiary and for the benefit (B) has or is being released as a guarantor of the other Secured Parties, a Lien in obligations of the property Borrower under both of the Existing Credit Agreements (if and equity of such Subsidiary to the extent required by the Loan Documentsthen existing, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentapplicable).

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, Xxxx Realty OP, or acquiresXxxx OP be included as a Pool Property as contemplated by Section 2.28 and such Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, directly the Borrower shall, as a condition to such Real Estate being included as a Pool Property but subject to Section 5.11(d), cause each Pool Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or indirectlyXxxx OP which owns an interest in such Pool Property Owner, to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent and within sixty (other than an Excluded Subsidiary60) or (ii) calendar days execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the Borrower shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Collateral Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentrequire.

Additional Guarantors. If (i) The initial Guarantors hereunder shall be the Borrower forms or acquires, directly or indirectly, any Subsidiary (Subsidiaries and other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, Affiliates of the Borrower shall cause such Subsidiary to join this Agreement within 30 days after Company as are signatories on the date of acquisition or formation of such Subsidiary or within 30 days after hereof. From time to time subsequent to the date hereof, additional Persons may become parties hereto, as additional Guarantors (each an “Additional Guarantor”), in accordance with the terms of Sections 9.7 and 10.2 of the Note Agreement by executing and delivering a Joinder Agreement to this Guaranty in the form of Exhibit A hereto. Upon delivery of any Subsidiary that was an Excluded Subsidiary ceases to such executed Joinder Agreement, notice of which is hereby waived by the other Guarantors, each such Additional Guarantor shall be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering under this Guaranty with the same force and effect, and subject to the Administrative Agent same agreements, representations, guaranties, indemnities, liabilities and Collateral Agent, obligations as applicable, (A) a signed if such Additional Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be diminished or otherwise affected by the Administrative Agent)addition or release of any other Guarantor hereunder, (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary nor by any election of the Beneficiaries not to grant and perfect Liens cause any Person otherwise obligated to become a Guarantor hereunder pursuant to the Collateral Agent for the benefit terms of the Secured Parties Note Agreement to become an Additional Guarantor hereunder. The addition or release of any Guarantor hereunder shall not require the consent of any other Guarantor and all of the Guaranteed Obligations of each Guarantor under this Guaranty shall remain in full force and effect notwithstanding the Collateral held by such Subsidiaryaddition or release of any Guarantor to or from this Guaranty. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall Each Guarantor agrees to execute and deliver a Consent and Reaffirmation in the form of Exhibit B hereto, or in a form otherwise satisfactory to the Administrative Agent and the Collateral Agent such amendments Required Holders, on or supplements prior to the relevant Security Documents effectiveness of each amendment, consent, supplement or such other documents as modification of the Administrative Agent Note Agreement or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentNotes.

Additional Guarantors. If (i) To the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases extent not a party to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after Indenture on the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in hereof, each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 and shall Guarantee the obligations of the Company under this Indenture and the Collateral Agent Notes. Concurrently with the execution and delivery of such amendments or supplements supplemental indenture, such Guarantor shall deliver to the relevant Security Documents or Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit Guarantor and for the benefit of the other Secured Parties, that such Guarantor’s Guarantee is a Lien in the property valid and equity legally binding obligation of such Subsidiary to the extent required by the Loan DocumentsGuarantor, enforceable against such Guarantor in accordance with its terms, subject to no Liens other than Permitted Lienscustomary limitations, qualifications, exceptions and assumptions. The Note Guarantee of any Guarantor shall take all actions necessary or advisable be evidenced solely by its execution and delivery of this Indenture (or, in the opinion case of any Guarantor that is not party to this Indenture on the date hereof, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Note Guarantee or notation thereof. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 hereof shall be and remain in full force and effect notwithstanding any failure to endorse on any Note a notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Administrative Agent or Note Guarantees set forth in this Indenture on behalf of each of the Collateral Agent to cause Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the Lien created by time the applicable Security Documents to Trustee authenticates the Note, the Note Guarantee shall be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentvalid nevertheless.

Additional Guarantors. If (i) In the Borrower forms event of any Bond Issuance occurring after the Closing Date or acquiresthe issuance after the Closing Date of any guaranty or other credit support for any Bonds, directly in each case by any Wholly‑Owned Subsidiary or indirectly, any wholly‑owned Subsidiary of the Parent Guarantor (other than the Operating Partnership, an Excluded existing Guarantor or an Immaterial Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases such Bond Issuances, guaranties and credit support being referred to be an Excluded Subsidiaryas “Bond Debt”), the Borrower shall cause such Subsidiary to join this Agreement issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (each, an “Additional Guarantor”) within 30 15 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor Bond Issuance by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in Guaranty Supplement guaranteeing the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit Obligations of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties under the Loan Documents; provided, however, that Wholly‑Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall execute be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 3.01(a)(iii), a Lien in the property (iv), (v), (vi) and equity of (vii) with respect to such Subsidiary to the extent required by the Loan DocumentsAdditional Guarantor, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (i80%) of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower forms or acquiresand its Subsidiaries determined on a Consolidated basis in accordance with GAAP, directly or indirectlythen, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.8 (c)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.8 (c)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (a) an Event of Default, or (b) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Mxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary of the Borrower (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases which has not executed a Guaranty to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance immediately comply with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Section).

Additional Guarantors. If (i) In the event that the Borrower forms or acquiresshall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower be included in the Unencumbered Pool and such Real Estate is approved for inclusion in the Unencumbered Pool in accordance with the terms hereof, directly or indirectlythe Borrower shall, as a condition to such Real Estate being included in the Unencumbered Pool, cause each such Wholly Owned Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly notify Agent and within sixty (other than an Excluded Subsidiary60) or (ii) calendar days execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the REIT shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent a Joinder Agreement within five (5) Business Days of such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral AgentPerson’s becoming a Subsidiary of REIT), for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of cause each such Subsidiary to the extent required by the Loan Documents, subject execute and deliver to no Liens other than Permitted LiensAgent a Joinder Agreement, and such Subsidiary shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be duly perfected specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement. The Borrower shall further cause all applicable requirements representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of Law such Joinder Agreement, the Borrower shall deliver to the extent required by Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Loan Documents, including the filing of financing statements in such jurisdictions as Agent may be reasonably requested by the Administrative Agent or the Collateral Agentrequire.

Additional Guarantors. If on the last day of the calendar quarter ending September 30, 2010 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the Borrower forms or acquires, directly or indirectly, any Subsidiary 12-month period then ended (other than an Excluded Subsidiaryas a result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) any Subsidiary that was an Excluded Subsidiary ceases 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be an Excluded Subsidiarydelivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after become a Guarantor hereunder. Together with the date delivery of acquisition or formation of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each casedeliver corporate resolutions, or opinions of counsel, and such longer period other corporate documentation as the Administrative Agent may agree in its reasonable discretion) as shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor by delivering to hereunder unless (i) it exceeds either of the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents thresholds set forth in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) second preceding sentence and (mii) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to at the Collateral Agent for the benefit end of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit immediately preceding fiscal quarter of the other Secured Parties, a Lien in Parent the property and equity of such Subsidiary Cash Flow Leverage Ratio is 3.00 to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary 1.00 or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agenthigher.

Additional Guarantors. If In the event that (ia) at any date (the "APPLICABLE DATE") the book value of the assets of any Wholly-Owned Domestic Subsidiary (other than an Unrestricted Subsidiary), whether formed or acquired before or after the date hereof and whether or not existing on the date hereof, constitutes more than 5% of the combined book value at such date of the assets of Borrower forms or acquiresand the Subsidiaries (other than Unrestricted Subsidiaries), directly or indirectly, (b) on any date any Subsidiary (other than an Excluded Unrestricted Subsidiary) shall guarantee any Indebtedness of Borrower or any Subsidiary or (c) any Wholly-Owned Domestic Subsidiary acquires any Fleet Rig owned or leased by Borrower or any Subsidiary on the Effectiveness Date, Borrower shall cause each such Subsidiary (unless already a Guarantor) (i) in the case of (a) above, within 50 days after the end of the fiscal quarter in which such Applicable Date occurs; PROVIDED, HOWEVER, that if on any Applicable Date the book value of the assets of any Wholly-Owned Domestic Subsidiary (excluding Investments in Borrower or any Subsidiary other than an Unrestricted Subsidiary) constitutes more than 20% of the combined book value at such date of the assets of Borrower and the Subsidiaries (other than any Unrestricted Subsidiary) then within 10 days of the first date on which such 20% threshold is met, (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described case of (b) above, within five Business Days and (iii) in Sections 7.1.1(b), the case of (c)) above, (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit within five Business Days of the Secured Parties in the Collateral held by first date on which any such Subsidiary. For the avoidance of doubtWholly-Owned Subsidiary acquires any such Fleet Rig, such Subsidiary, and if applicable, the other Loan Parties shall to execute and deliver to the Administrative Agent a counterpart of the Guaranty; PROVIDED, HOWEVER, that no Unrestricted Subsidiary shall be required to be a Guarantor unless it is a guarantor of any Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted Subsidiary); PROVIDED, FURTHER, HOWEVER, that (i) in the event that all of the Capital Stock of any Guarantor owned by Borrower or any Subsidiary is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 8.02 hereof (whether in a single transaction or in a series of related transactions and whether by merger, consolidation or otherwise) (or such sale or other disposition has been approved in writing by the Required Banks (or all Banks if required by Section 12.12)), other than any such sale, disposition or liquidation to Borrower or any Subsidiary, such Guarantor shall be released from the Guaranty and the Collateral Guaranty shall, as to such Guarantor, terminate, and have no further force or effect (it being understood and agreed that the sale of any Person that owns, directly or indirectly, the Capital Stock of any Guarantor shall be deemed to be a sale of such Guarantor) and (ii) in the event that any Guarantor shall be designated an Unrestricted Subsidiary pursuant to and in accordance with Section 8.05(b) hereof, then such Guarantor (unless it is a guarantor of any Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted Subsidiary)) shall be released from the Guaranty and the Guaranty shall, as to such Guarantor, terminate, and have no further force or effect. The Administrative Agent such amendments or supplements to and each Bank agree that Borrower may, on behalf of any Subsidiary released from the relevant Security Documents or such other documents as Guaranty, require the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit at the expense of Borrower, to execute and deliver to Borrower, for the benefit of the other Secured Partiesany Person, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documentswritten release, subject to no Liens other than Permitted Liensdisclaimer, termination or quitclaim, and shall take all actions necessary or advisable in the opinion of such other release documents as Borrower may reasonably request to evidence such termination, and each Bank authorizes the Administrative Agent to execute and deliver such release, disclaimer, termination and other documents on behalf of such Bank without any further action by any Bank. For avoidance of doubt, the Subsidiaries' undertakings under the Indenture or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including each as in effect on the filing date hereof, shall not for purposes of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent this Section 7.11 constitute a guarantee of Indebtedness of Borrower or the Collateral Agent.any Subsidiary. 7.12

Additional Guarantors. (a) If (i) the Borrower forms Company or acquiresany of its Restricted Subsidiaries acquires or creates another wholly owned domestic Subsidiary after the date of this Indenture, directly such newly acquired or indirectly, created Subsidiary will become a Guarantor and execute a supplemental indenture effectuating such Guarantor’s Note Guarantee and deliver an Opinion of Counsel satisfactory to the Trustee within 30 Business Days of the date on which it was acquired or created; provided that any Subsidiary (other than whether designated as such on or after the Closing Date) that constitutes a Receivables Subsidiary or an Excluded Unrestricted Subsidiary need not become a Guarantor until such time as it ceases to be a Receivables Subsidiary or an Unrestricted Subsidiary) or (ii) ; provided, further, that any Subsidiary that was constitutes an Excluded Immaterial Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be an Excluded SubsidiaryImmaterial Subsidiary or such time as it guarantees, the Borrower shall cause such Subsidiary or pledges any property or assets to join this Agreement within 30 days secure, any other Senior Secured Obligations. (b) Each Person that becomes a Guarantor after the date Closing Date shall also become a party to the applicable Collateral Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary trust (in each case, or such longer period substantially the same form as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering those first executed and delivered with respect to the Administrative Agent Collateral) and Collateral Agent, certificates and opinions of counsel as applicable, (A) a signed Guarantor Joinder, (B) documents may be necessary to vest in the forms described Collateral Agent a perfected first priority security interest (subject to Permitted Liens) in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) properties and (m) [Deliveries], assets that constitute Collateral as security for such Guarantor’s Note Guarantee and 8.1.17 [Collateral], modified as appropriate, and (C) documents may be necessary to grant and perfect Liens have such property or asset added to the Collateral Agent for the benefit of the Secured Parties in as required under the Collateral held by such SubsidiaryDocuments and this Indenture. For the avoidance Thereupon, all provisions of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant this Indenture relating to the Collateral Agent, for its benefit shall be deemed to relate to such properties and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary assets to the same extent required by and with the Loan Documents, subject to no Liens other than Permitted Liens, same force and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agenteffect. Section 4.10.

Additional Guarantors. If (i) the Borrower forms or acquires, directly any of its Restricted Subsidiaries (x) acquires or indirectly, creates any wholly-owned domestic Subsidiary (other than an Excluded Unrestricted Subsidiary) (y) acquires or creates a Restricted Subsidiary after the Effective Date and, for purposes of this clause (y), that Subsidiary (a) guarantees any Indebtedness of the Borrower or any Guarantor under any Credit Facility or (b) is a Domestic Subsidiary and becomes an obligor with respect to any Indebtedness under any Credit Facility, then, in the case of either of the foregoing clauses (x) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiaryy), the Borrower shall cause such Subsidiary to join this Agreement within 30 days 10 Business Days after the date of acquisition that Subsidiary was acquired or formation of created or on which it became obligated with respect to such Indebtedness the Borrower: (1) will cause that Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as become a Guarantor and a party to this Agreement and Guarantee the Obligations by executing and delivering to the Administrative Agent and Collateral Agent, as applicablea Counterpart Agreement in the form of Exhibit C, (A2) a signed Guarantor Joinderfollowing the Discharge of Priority Lien Obligations, will deliver to the Collateral Trustee stock certificates or other instruments representing all the Equity Interests of such Restricted Subsidiary and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates or other instruments, or, if any Equity Interests pledged pursuant to such Security Instrument are uncertificated securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent in accordance with the Uniform Commercial Code, (B3) will deliver to the Collateral Trustee all agreements, deeds of trust, mortgages, documents in the forms described in Sections 7.1.1(band instruments, including Uniform Commercial Code Financing Statements (Form UCC-1), (c), (d) (if required by law or reasonably requested by the Administrative AgentAgent to be executed, filed, registered or recorded to create or perfect the Liens on the Property of such Subsidiary (except to the extent not required under the applicable Security Instrument), (f)4) will deliver to the Administrative Agent Uniform Commercial Code searches, all dated reasonably close to the date of the Joinder Agreement and in form and substance satisfactory to the Administrative Agent, and evidence reasonably satisfactory to the Administrative Agent that any Liens indicated in such Uniform Commercial Code searches are Liens permitted pursuant to Section 6.07 or have been released, (g)5) will deliver to the Administrative Agent the corporate resolutions or similar approval documents of such Restricted Subsidiary approving the execution and delivery of the Joinder Agreement and the performance by such Restricted Subsidiary of the Security Instruments, (k), (l) the Guaranty and any other Loan Document to which it is a party and (m6) [Deliveries]will deliver to the Administrative Agent a legal opinion reasonably acceptable to the Administrative Agent, opining favorably on the execution, delivery and enforceability of the Loan Documents to which such Restricted Subsidiary is a party, and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to the grant and perfect Liens perfection of the security interest or trust lien purported to be made or effected by any such Loan Document and otherwise being in form and substance reasonably satisfactory to the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiaryand its counsel. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties Borrower shall execute and deliver cause any Subsidiary which Guarantees obligations under any Priority Lien Document to the Administrative Agent and the Collateral Agent such amendments contemporaneously become a Guarantor hereunder. Each Credit Party expressly agrees that its obligations arising hereunder shall not be affected or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required diminished by the Loan Documents, subject addition or release of any other Credit Party hereunder. This Agreement shall be fully effective as to no Liens any Credit Party that is or becomes a party hereto regardless of whether any other than Permitted Liens, and shall take all actions necessary Person becomes or advisable in the opinion of the Administrative Agent fails to become or the Collateral Agent to cause the Lien created by the applicable Security Documents ceases to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agenta Credit Party hereunder.

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, Xxxx Realty OP, or acquiresXxxx OP be included as a Pool Property as contemplated by Section 2.28 and such Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, directly the Borrower shall, as a condition to such Real Estate being included as a Pool Property but subject to Section 5.11(d), cause each Pool Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or indirectlyXxxx OP which owns an interest in such Pool Property Owner, to execute and deliver to the Administrative Agent a Joinder Agreement, 70 and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent and within sixty (other than an Excluded Subsidiary60) or (ii) calendar days execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the Borrower shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Collateral Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentrequire.

Additional Guarantors. If (ia) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other Not later than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretionagree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary that is not a Guarantor as of the period end date of such financial statements would qualify as of such period end date as a Guarantor by delivering to Significant Subsidiary or (b) promptly (or such period as the Administrative Agent and Collateral Agent, as applicable, may agree) after the date that any Subsidiary (Aother than a Bank Subsidiary) becomes a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary guarantor with respect to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicableany Existing Credit Agreement, the other Loan Parties Company shall cause such Subsidiary to execute and deliver to the Administrative Agent a Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Collateral Agent Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by‑laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such amendments or supplements Subsidiary comparable to the relevant Security Documents or those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent may reasonably request. The Company may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the Collateral Agent shall deem necessary terms of this Agreement, or advisable (ii) such Guarantor both (A) (x) has ceased to grant qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the Collateral Agentmost recent period for which financial statements have been delivered pursuant to Section 6.1, for its benefit would cease to qualify as a Significant Subsidiary and for the benefit (B) has or is being released as a guarantor of the other Secured Partiesobligations of the Company and/or the Borrowers, a Lien in as applicable, under both of the property Existing Credit Agreements (if and equity of such Subsidiary to the extent required by the Loan Documentsthen existing, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentapplicable).

Additional Guarantors. If (i) From time to time subsequent to the Borrower forms time hereof, After-Acquired Subsidiaries may become parties hereto as additional Subsidiary Guarantors by executing a counterpart to this Subsidiary Guaranty in the form of EXHIBIT B. Upon delivery of any such counterpart to Administrative Agent, notice of which is hereby waived by each Subsidiary Guarantor, each such After- Acquired Subsidiary shall be a Subsidiary Guarantor and shall be a party hereto as if such After-Acquired Subsidiary were an original signatory hereof. Each Subsidiary Guarantor expressly agrees that its obligations arising hereunder shall not be affected or acquiresdiminished by the addition or release of any other Subsidiary Guarantor hereunder, directly or indirectly, by any election by Administrative Agent not to cause any After- Acquired Subsidiary to become a Subsidiary Guarantor hereunder. This Subsidiary Guaranty shall be fully effective as to any Subsidiary (other than an Excluded Subsidiary) Guarantor that is or (ii) becomes a party hereto regardless of whether any Subsidiary that was an Excluded Subsidiary such person becomes or fails to become or ceases to be an Excluded Subsidiarya Subsidiary Guarantor hereunder. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW. CREDIT AGREEMENT Signature page to that certain Credit Agreement dated as of May 12, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation (in each case"BORROWER"), or such longer period certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Co-Lead Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. 2828 Xxxxx Xxxxxxx AFFILIATED COMPUTER SERVICES, INC., Dallxx XX 00000 as Borrower Attn: Ms. Xxxxx X. Xxxxxxxx, Treasurer and Vice President Fax: (214) 000-0000 By /s/ Nancx Xxxxxxxx ---------------------------------- Nancx X. Xxxxxxxx, Treasurer and Vice President 1445 Xxxx Xxxxxx, 3rd Floor WELLX XXXGO BANK TEXAS, NATIONAL Dallxx, XX 00000 ASSOCIATION, as Administrative Agent, Attn: Mr. Xxxx X. Xxxxxxxx, Co-Lead Arranging Agent and a Lender Vice President Fax: (214) 000-0000 By /s/ Kyle X. Xxxxxxxx ---------------------------------- Kyle X. Xxxxxxxx, Xxce President 1717 Xxxx Xxxxxx, 0xx Xxxxx XXXX XXX, X.X., xs Syndication Agent, Dallxx, XX 00000 Co-Lead Arranging Agent, and a Lender Attn: Mr. Xxxxxxx X. Xxxxxxx, Vice President Fax: (214) 000-0000 By /s/ Willxxx X. Xxxxxxx ---------------------------------- Name: Willxxx X. Xxxxxxx ----------------------------- Title: Vice President ---------------------------- 303 Xxxxxxxxx Xxxxxx, 0xx Xxxxx SUNTRUST BANK, Mail Code 1929 as applicableDocumentation Agent and a Lender Atlaxxx, XX 00000 Xxxn: Ms. Xxxxxxx X. Xxxxxxxxx Fax: (A404) 000-0000 By /s/ Deboxxx X. Xxxxxxxxx ---------------------------------- Name: Deboxxx X. Xxxxxxxxx ----------------------------- Title: Director ---------------------------- Signature page to that certain Credit Agreement dated as of May 12, 2000, between AFFILIATED COMPUTER SERVICES, INC., a signed Guarantor Joinder, Delaware corporation (B) documents in the forms described in Sections 7.1.1(b"BORROWER"), (c)certain Lenders, (d) (if requested by the Administrative Agent)WELLX XXXGO BANK TEXAS, (f)NATIONAL ASSOCIATION, (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Co-Lead Arranging Agent such amendments or supplements for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. 2001 Xxxx Xxx., Suite 3150 THE BANK OF TOKYO-MITSUBISHI, LTD, Dallxx, XX 00000 as Co-Agent and a Lender Attn: Mr. Xxxx X. Xxxxxx Fax: (214) 000-0000 By /s/ John X. Xxxxxx ------------------------------- Name: John X. Xxxxxx -------------------------- Title: Vice President and Manager ------------------------- 2200 Xxxx Xxxxxx, 6th Floor CHASE BANK OF TEXAS, NATIONAL Dallxx, XX 00000 ASSOCIATION, as a Lender Attn: Mr. Xxxx Xxxx Xxxxxx Fax: (214) 000-0000 By /s/ John Xxxx Xxxxxx ------------------------------ Name: John Xxxx Xxxxxx ------------------------- Title: Vice President ------------------------ 609 Xxxxx Xxxxxx XX XXXX XXXXXXXX Xxx Xxxx, XX 00000-0000 GENOSSENSCHAFTSBANK AG, Attn: Mr. Craix Xxxxxxxx, as a Lender Vice President Fax: (212) 000-0000 xx 1550 By /s/ Craix Xxxxxxxx ------------------------------- Name: Craix Xxxxxxxx -------------------------- Title: Vice President ------------------------- By /s/ Lynnx XxXxxxxx ------------------------------ Name: Lynnx XxXxxxxx ------------------------- Title: Vice President ------------------------ 700 Xxxxx Xxxxxx, 00xx Xxxxx XXXXXXX XXXIONAL ASSOCIATION, Seatxxx, XX 00000 as a Lender Attn: Ms. Xxxx X. Xxxxx Fax: (206) 000-0000 By /s/ Thomxx X. Xxxxxxxx ------------------------------- Name: Thomxx X. Xxxxxxxx -------------------------- Title: President ------------------------- Signature page to the relevant Security Documents or such other documents that certain Credit Agreement dated as the of May 12, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent or the Collateral and Co-Lead Arranging Agent shall deem necessary or advisable for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. 4100 Xxxxxx Xxxxxx, Xxxxx 000 XXXXXXXX XXXK, as a Lender Dallxx, XX 00000 Xxxn: Mr. Xxxxx X. Xxxxxx, Account Representative, By /s/ Mark X. Xxxxxx US Banking Department -------------------------------- Fax: (972) 000-0000 Name: Mark X. Xxxxxx --------------------------- Title: First Vice President -------------------------- One World Trade Center, 43rd Floor THE DAI-ICHI KANGYO BANK, LTD., New Xxxx, XX 00000 as a Lender Attn: Mr. Xxxxxx Xxxxx Fax: (212) 000-0000 By /s/ Nelsxx X. Xxxxx -------------------------------- Name: Nelsxx X. Xxxxx --------------------------- Title: Assistant Vice President -------------------------- Two World Trade Center, 79th Floor THE FUJI BANK, LIMITED, as a Lender New Xxxx, XX 00000 Xxxn: Mr. Eric Xxxxx Fax: (212) 000-0000 By /s/ Raymxxx Xxxxxxx -------------------------------- Name: Raymxxx Xxxxxxx --------------------------- Title: Vice President and Manager -------------------------- 27770 Xxxxxxx Xx. MICHIGAN NATIONAL BANK, as a Lender Farmxxxxxx Xxxxx, XX 00000 Fax: (248) 000-0000 By /s/ Nerax Xxxxx -------------------------------- Name: Nerax Xxxxx --------------------------- Title: Vice President -------------------------- 1 Waxx Xxxxxx, 00xx Xxxxx XXXX XX XXX XXXX, xx a Lender New Xxxx, XX 00000 Xxxn: Mr. Thomxx XxXxxxxxx Fax: (212) 000-0000 By /s/ Mark X. Xxxile -------------------------------- Name: Mark X. Xxxile --------------------------- Title: Vice President -------------------------- Signature page to grant that certain Credit Agreement dated as of May 12, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. Three Allex Xxxter THE INDUSTRIAL BANK OF JAPAN, 333 Xxxx Xxxxxx, Xxxxx 0000 XXXXXXX, XXX XXXX XXXNCH, as a Lender Housxxx, XX 00000 Xxxn: Mr. Dan Xxxxx, Vice President By /s/ Michxxx X. Xxxxx ------------------------------------------ Fax: (713) 000-0000 Name: Michxxx X. Xxxxx ------------------------------------- Title: Senior Vice President, Houston Office ------------------------------------ Signature page to the Collateral Agentthat certain Credit Agreement dated as of May 12, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead Arranging Agent for its benefit Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for the benefit Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. ACS OUTSOURCING SOLUTIONS, INC. ACS TRADEONE MARKETING, INC. ACS SHARED SERVICES, INC. GENIX CSI, INC. ACS HEALTHCARE SERVICES, INC. 2828 N. HXXXXXX, XXC. ACS IMAGE SOLUTIONS, INC. ACS LEGAL SOLUTIONS, INC. ACS BUSINESS PROCESS SOLUTIONS, INC. ACS DESKTOP SOLUTIONS, INC. ACS DATA ENTRY, INC. ACS CLAIMS SERVICES, INC. MEDIANET, INC. ACS GOVERNMENT SERVICES, INC. ACS GOVERNMENT SOLUTIONS GROUP, INC. COMPUTER DATA SYSTEMS SALES, INC. CDSI INTERNATIONAL, INC. CDSI EDUCATION SERVICES, INC. ACS DEFENSE, INC. ASEC INTERNATIONAL, INCORPORATED ACS TECHNOLOGY SOLUTIONS, INC. BIRCH & DAVIX XXXLTH MANAGEMENT OF CALIFORNIA, INC. BIRCH & DAVIX XXXAGEMENT, LLC BIRCH & DAVIX XXXDINGS, INC. BIRCH & DAVIX XXXLTH MANAGEMENT OF HAWAII, INC. BIRCH & DAVIX XXXOCIATES, INC. BIRCH & DAVIX XXXLTH MANAGEMENT CORPORATION CARA CORPORATION TRANSFIRST, INC. INTELLIFILE, INC. ACS COMMUNICATIONS INDUSTRY SERVICES, INC. BETAC INTERNATIONAL CORPORATION BETAC CORPORATION CDSI MORTGAGE SERVICES, INC. ACS LENDING, INC. ACS RETAIL SOLUTIONS, INC. Signature page to that certain Credit Agreement dated as of May 12, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. ACS SECURITIES SERVICES, INC. MICAH TECHNOLOGY SERVICES, INC. ACS BRC HOLDINGS, INC. CLINISYS, INC. BRC TECHNOLOGY SERVICES, INC. CODING SYSTEMS, INC. LOGAX XXXVICES, INC. ACS ENTERPRISE SOLUTIONS, INC. TENACITY ACQUISITION COMPANY THE PACE GROUP, INC. MIDS, INC. THE PACE GROUP SERVICES, INC. ACS HEALTH CARE, INC. LATRON HOLDINGS, INC. LATRON COMPUTER SYSTEMS, INC. PENNSYLVANIA ACCOUNTABLE HEALTH PLANS, INC., as Subsidiary Guarantors By: /s/ Nancx X. Xxxxxxxx ------------------------------------------- Nancx X. Xxxxxxxx, as Treasurer of each of the other Secured PartiesGuarantors Signature page to that certain Credit Agreement dated as of May 12, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Lien in the property Delaware corporation ("BORROWER"), certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and equity of such Subsidiary to the extent required by the Loan DocumentsCo-Lead Arranging Agent for Lenders, subject to no Liens other than Permitted LiensBANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and shall take all actions necessary or advisable in the opinion THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. MG/A FIELDS ROAD LTD. PARTNERSHIP, as Subsidiary Guarantor By: ACS GOVERNMENT SOLUTIONS GROUP, INC., its General Partner By: /s/ Nancx X. Xxxxxxxx ----------------------------------- Nancx X. Xxxxxxxx, Xxeasurer Signature page to that certain Credit Agreement dated as of the May 12, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent or the Collateral and Co-Lead Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. FCTC TRANSFER SERVICES, L.P., as a Subsidiary Guarantor By: /s/ Stuart Chagrin ---------------------------------- Stuart Chagrin, General Partner Signature page to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements that certain Credit Agreement dated as of Law to the extent required by the Loan DocumentsMay 12, including the filing of financing statements in such jurisdictions 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as may be reasonably requested by the Administrative Agent or the Collateral Agentand Co-Lead Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. ACS PROPERTIES, INC., as a Subsidiary Guarantor By: /s/ Richxxx Xxxxxxx ---------------------------------- Richxxx Xxxxxxx, Xxeasurer Signature page to that certain Credit Agreement dated as of May 12, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLX XXXGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders. ACS MARKETING, LP, as a Subsidiary Guarantor By: AFFILIATED COMPUTER SERVICES, INC., its General Partner By: /s/ Nancx X. Xxxxxxxx ----------------------------- Nancx X. Xxxxxxxx, Xxeasurer CONSULTEC, LLC, as a Subsidiary Guarantor By: /s/ Elenx Xxxxxxx ---------------------------------- Elenx Xxxxxxx, Xxeasurer

Additional Guarantors. If Subject to compliance with the provisions of paragraphs (ic) and (d) of Clause 25.11 (“Know your customer” checks), the Original Borrower forms may request that any of its wholly owned Subsidiaries become a Guarantor. the Original Borrower shall ensure that each member of the BST Group identified in Part III of Schedule 2 (Conditions Precedent) as an Additional Obligor shall become an Additional Guarantor and shall grant the Transaction Security identified opposite the name of that member of the BST Group in Part III of Schedule 2 (Conditions Precedent) on or acquiresprior to the date specified in Part III of that Schedule. Subject to the Security Principles, directly or indirectlythe Parent shall procure that any other member of the BST Group which is a Material Company as soon as possible after becoming a Material Company, any Subsidiary shall become an Additional Guarantor and grant Security as the Agent may require and shall accede to the Intercreditor Deed. A member of the BST Group shall become an Additional Guarantor if: the Parent and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Letter; and the Agents have received all of the documents and other evidence listed in Part II and, if applicable, Part III of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. The Agents shall notify the Parent and the Lenders promptly upon being satisfied that they have received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II and, if applicable, Part III of Schedule 2 (Conditions precedent). Resignation of a Guarantor The Parent may request that a Guarantor (other than an Excluded Subsidiaryany Original Obligor or the Target) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) Agents a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.Resignation Letter if:

Additional Guarantors. If (a) 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 Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: 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 Person shall have become (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, then the Borrower forms or acquiresshall, directly or indirectly, any Subsidiary (other than an Excluded Subsidiaryi) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period of time as the Administrative Agent may agree in its reasonable sole discretion) as after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guarantor Guaranty, or, if a Guaranty has previously been entered into by delivering a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent, as applicable, and (Aii) on or prior to the date any Guaranty or joinder agreement to a signed Guarantor Joinder, Guaranty has been delivered pursuant to clause (Bi) documents in the forms described in Sections 7.1.1(b), (c), (dabove,(2) (if requested by deliver to the Administrative Agent), (f)each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know- your-customer” and anti-money laundering rules and regulations, (g), (k), (l) including the USA Patriot Act.PATRIOT Act and (m3) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (Cx) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments or and supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in on the property Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and equity of (z) take all actions necessary to cause such Subsidiary Lien to be duly perfected to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentlaws.

Additional Guarantors. If (i) Subsidiaries of the Borrower forms or acquires(each, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary“Additional Guarantor”) or (ii) any Subsidiary that was an Excluded Subsidiary ceases may hereafter become parties to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor Guaranty by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties Guaranteed Parties, a supplement or joinder to this Guaranty (each a “Guaranty Supplement”) as provided in Section 6.12 of the Collateral held by such Subsidiary. For the avoidance of doubtCredit Agreement, such Subsidiaryin each case, in form and if applicable, the other Loan Parties shall execute and deliver substance reasonably satisfactory to the Administrative Agent and its counsel. Upon such execution and delivery by any Additional Guarantor, such Additional Guarantor shall be bound by all of the Collateral Agent such amendments or supplements terms, covenants and conditions hereof to the relevant Security Documents or same extent as if such other documents Additional Guarantor had executed this Guaranty as of the Closing Date, and the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit itself and for the benefit of the other Secured Guaranteed Parties, a Lien in shall be entitled to all of the property and equity benefits of such Subsidiary to the extent required Additional Guarantor’s obligations hereunder. The Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the Loan Documentsaddition of an Additional Guarantor or the release of another Guarantor hereunder, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion nor by any election of the Administrative Agent or the Collateral Agent not to cause any Person to become an Additional Guarantor. Executed this day of June, 2012 ARISTOS PHARMACEUTICALS, INC. as Guarantor By: Name: Title: CORNERSTONE BIOPHARMA, INC. as Guarantor By: Name: Title: CORNERSTONE BIOPHARMA HOLDINGS, INC. as Guarantor By: Name: Title: CARDIOKINE, INC. as Guarantor By: Name: Title: CARDIOKINE BIOPHARMA, LLC as Guarantor By: Name: Title: STONE ACQUISITION SUB, INC. as Guarantor By: Name: Title: EXHIBIT E FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER THIS ASSUMPTION AND JOINDER AGREEMENT dated as of (this “Assumption Agreement”) made by [Insert Name of New Loan Party], a [Insert State of Organization] [corporation] [limited liability company] [partnership] (the Lien created by “Company”) in favor of the applicable Security Documents lenders (the “Lenders”) referred to be duly perfected in accordance with all applicable requirements that certain Credit Agreement dated as of Law to June 21, 2012 (as the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as same may be reasonably requested by further amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement) among Cornerstone Therapeutics Inc. (the “Borrower”), the lenders referred to therein (the “Lenders”) and Chiesi Farmaceutici S.p.A., as administrative agent (the “Administrative Agent or the Collateral Agent”).

Additional Guarantors. If (i) Subject to any applicable limitations set forth in the Guarantee Agreement, the Borrower forms shall cause each direct or acquiresindirect Domestic Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including each Domestic Subsidiary that ceases to constitute an Excluded Subsidiary pursuant to any category in the definition thereof) to execute a supplement to each of the Guarantee Agreement and the Collateral Documents (if any) in order to become a Guarantor under the Guarantee Agreement and a grantor and pledgor under the Collateral Documents. In addition, directly (x) as of the end of any fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.01(a) or indirectly, (b) and (y) as of the time of any Investment in any Subsidiary (other than an Excluded Subsidiary) or (ii) El Paso Pipeline LP Holdings, L.L.C., any MLP, any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation is a general partner of such Subsidiary or within 30 days after the date MLP and any Subsidiary of their respective Subsidiaries) that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (is not a Guarantor, in each case, the aggregate Pro Forma EBITDA Percentage of all direct Subsidiaries of the Borrower that are not Guarantors shall not, without duplication, exceed 10% as of the last fiscal quarter most recently ended for which financial statements have been or such longer period as are required to be delivered pursuant to Section 5.01(a) or (b); provided that the Administrative Agent Borrower may agree in its reasonable discretion) as designate an Excluded Subsidiary or an Unrestricted Subsidiary to become a Guarantor (and a Restricted Subsidiary) by delivering executing a supplement to the Administrative Agent and Collateral AgentGuarantee Agreement, as applicable, (A) a signed Guarantor Joinder, (B) documents in if the forms described in Sections 7.1.1(b), (c), (d) (if requested by result of such designation would lower the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit aggregate Pro Forma EBITDA Percentage of all direct Subsidiaries of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver Borrower that are not Guarantors to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents less than 10% as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent last fiscal quarter most recently ended for which financial statements have been or are required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law delivered pursuant to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent Section 5.01(a) or the Collateral Agent(b).

Additional Guarantors. If (i) In the Borrower forms or acquires, directly or indirectly, event that any Person becomes a Domestic Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Project Subsidiary, subject to the Borrower shall cause such Subsidiary to join proviso at the end of this Agreement sentence), the Company shall, within 30 45 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary thereafter (in each case, or such longer period of time as the Administrative Agent Required Investors may agree in its their reasonable discretion) as cause such Domestic Subsidiary to (A) become a Guarantor hereunder and under the Collateral Agency Agreement by executing and delivering to the Administrative Investors and the Collateral Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, Counterpart Agreement; (B) documents to the extent such Person becomes a Domestic Subsidiary prior to the occurrence of a Qualified Public Company Event, become a Grantor (as defined in the forms described in Sections 7.1.1(b), (c), (dSecurity Agreement) (if requested under the Security Agreement by executing and delivering to the Administrative Agent), (f), (g), (k), (l) Investors and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, the Collateral Agent the joinder agreement required thereunder; and (C) documents necessary take all such actions and execute and deliver, or cause to grant be executed and perfect Liens to delivered, all such documents, instruments, agreements, and certificates reasonably requested by the Required Investors or the Collateral Agent for the benefit of the Secured Parties in or required by the Collateral held Documents. If reasonably requested by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicableRequired Investors or the Collateral Agent, the other Loan Parties shall execute and deliver to the Administrative Agent Investors and the Collateral Agent such amendments or supplements shall receive an opinion of counsel for the Company in form and substance reasonably satisfactory to the relevant Security Documents or such other documents as the Administrative Agent or Required Investors and the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity respect of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions customary matters as may be reasonably requested by the Administrative Agent Required Investors or the Collateral Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section 7(k), dated as of the date of such agreement. Notwithstanding anything in the foregoing to the contrary, if any Project Subsidiary not required to become an Guarantor hereunder within the first 90 days of it becoming a Domestic Subsidiary subsequently ceases to be subject to restrictions under any Project Debt Facility, it shall, within 45 days thereafter (or such longer period of time as the Required Investors may agree in their reasonable discretion), comply with the requirements of clauses (A)-(C), above. In the event that a Subsidiary is a guarantor under the Carval Note Documents and not a Guarantor under the Transaction Documents, the Company shall promptly notify the Investors, and upon the request of the Required Investors, the Company shall cause such Subsidiary to become a Guarantor hereunder notwithstanding any provisions in this Agreement or the other Transaction Documents to the contrary. Prior to the occurrence of a Qualified Public Company Event, in the event that the CarVal Collateral Agent has a lien on any assets or properties of the Company or any of its Subsidiaries to which the Collateral Agent’s Lien has not attached, the Company shall promptly notify the Investors, and upon the request of the Required Investors, the Company shall grant such additional Lien and take any perfection steps as are necessary to ensure that the CarVal Collateral Agent and the Collateral Agent hold substantially identical perfected Liens on the assets and properties of the Company and its Subsidiaries.

Additional Guarantors. If (i) Promptly cause to become a Guarantor under this Agreement by execution of a guaranty supplement in substantially the Borrower forms or acquiresform of Exhibit E hereto (each, directly or indirectlya "Guaranty Supplement") (A) each of its Subsidiaries that, any Subsidiary as determined by reference to the annual audited Consolidated statement of financial performance and statement of cash flow of the Parent Guarantor for the fiscal year ended immediately prior to the date of determination, is a Material Subsidiary, provided that, if the Consolidated assets of the Parent Guarantor attributable to the Guarantors aggregate less than the aggregate principal amount of all Consolidated indebtedness of the Parent Guarantor that is not by its terms subordinated to the Obligations of the Loan Parties under this Agreement, in each case as determined by reference to the annual audited Consolidated statement of financial position of the Parent Guarantor, then the Loan Parties shall promptly cause to become Guarantors such additional Subsidiaries (other than an Excluded those Subsidiaries expressly excluded under sub-clauses (a), (b) and (c) of the definition of Material Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases as would cause the total assets of the Parent Guarantor so attributable to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary Guarantors hereunder to join this Agreement within 30 days after exceed the date of acquisition or formation aggregate principal amount of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinderindebtedness, (B) documents in any Material Subsidiary that is, immediately after the forms described in Sections 7.1.1(b)initial Borrowing, and any Subsidiary that thereafter becomes, a guarantor of any Public Senior Debt, (c)C) any Material Subsidiary that is required to be added as a Guarantor pursuant to Section 7.06 and (D) the Parent Guarantor. Upon the execution and delivery by any Person of a Guaranty Supplement, (da) (if requested by the Administrative Agent), (f), (g), (k), (l) such Person shall be referred to as an "Additional Guarantor" and (m) [Deliveries]shall become and be a Guarantor hereunder, and 8.1.17 [Collateral], modified as appropriateeach reference in this Agreement to a "Guarantor" shall also mean and be a reference to such Additional Guarantor, and (Cb) documents necessary each reference herein to grant "this Agreement", "hereunder", "hereof" or words of like import referring to this Agreement, and perfect Liens each reference in any other Loan Document to the Collateral Agent for the benefit this Agreement, "thereunder", "thereof" or words of the Secured Parties in the Collateral held like import referring to this Agreement, shall mean and be a reference to this Agreement as supplemented by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuaranty Supplement.

Additional Guarantors. If (i) In the event that the Borrower forms shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower be included as a Pool Property as contemplated by §5.3 and such Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of Borrower which owns an interest in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary or acquiresSubsidiaries, directly or indirectlyas applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly notify Agent and within sixty (other than an Excluded Subsidiary60) or (ii) calendar days execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary that was an Excluded of the REIT shall constitute a Material Subsidiary ceases to be an Excluded Subsidiarywithin the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to join this Agreement within 30 days after the date of acquisition or formation such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary or within 30 days after the date any becoming a Subsidiary that was an Excluded Guarantor, in which case such Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent a Joinder Agreement within five (5) Business Days of such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral AgentPerson’s becoming a Subsidiary of REIT), for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of cause each such Subsidiary to the extent required by the Loan Documents, subject execute and deliver to no Liens other than Permitted LiensAgent a Joinder Agreement, and such Subsidiary shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be duly perfected specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Contribution Agreement and, until the occurrence of the Release of Security Date, such Security Documents as Agent may require. The Borrower shall further cause all applicable requirements representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of Law such Joinder Agreement, the Borrower shall deliver to the extent required by Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Loan Documents, including the filing of financing statements in such jurisdictions as Agent may be reasonably requested by the Administrative Agent or the Collateral Agentrequire.

Additional Guarantors. If The Credit Parties will cause each of their Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing to promptly (iand in any event within thirty (30) days after such Material Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. In addition, if the Domestic Subsidiaries of the Borrower forms or acquiresthat are not Guarantors (the “Non-Guarantor Domestic Subsidiaries”) shall, directly or indirectlyas of the last day of any fiscal quarter of the Borrower, any Subsidiary collectively (other a) generate more than an Excluded Subsidiary10% of Consolidated EBITDA for the four (4) fiscal quarter period ending as of such date or (iib) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiaryown more than 10% of the Consolidated Assets as of such date (clause (a) and (b), the “Additional Guarantor Criteria”), then the Borrower shall cause one or more of such Subsidiary Non-Guarantor Domestic Subsidiaries to join this Agreement promptly (and in any event within 30 thirty (30) days after the date end of acquisition the applicable fiscal quarter of the Borrower) become Guarantors hereunder by way of execution of Joinder Agreements so that, after such Non-Guarantor Domestic Subsidiaries become Guarantors, neither of the Additional Guarantor Criteria will be met. In connection with the foregoing, the Credit Parties shall give notice to the Administrative Agent not less than ten (10) days after creating a Domestic Subsidiary (or formation such larger period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring a majority of the Capital Stock of any other Person. The Credit Party Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of such Subsidiary new Guarantor and a pledge of 100% of the Capital Stock of such new Guarantor and its Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries to the extent set forth in, and as provided in, the Security Documents. In connection with the foregoing, the Credit Parties shall, except to the extent, if any, waived by the Administrative Agent, deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (f) and 5.12 and such other documents or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period agreements as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentrequest.

Additional Guarantors. If (ia) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other Not later than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretionagree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary that is not a Guarantor as of the period end date of such financial statements would qualify as of such period end date as a Guarantor by delivering to Significant Subsidiary or (b) promptly (or such period as the Administrative Agent and Collateral Agent, as applicable, (Amay agree) after the date that any Subsidiary becomes a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary guarantor with respect to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicableany Existing Credit Agreement, the other Loan Parties Company shall cause such Subsidiary to execute and deliver to the Administrative Agent a Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Collateral Agent Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by‑laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such amendments or supplements Subsidiary comparable to the relevant Security Documents or those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent may reasonably request. The Company may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the Collateral Agent shall deem necessary terms of this Agreement, or advisable (ii) such Guarantor both (A) (x) has ceased to grant qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the Collateral Agentmost recent period for which financial statements have been delivered pursuant to Section 6.1, for its benefit would cease to qualify as a Significant Subsidiary and for the benefit (B) has or is being released as a guarantor of the other Secured Partiesobligations of the Company and/or the Borrowers, a Lien in as applicable, under both of the property Existing Credit Agreements (if and equity of such Subsidiary to the extent required by the Loan Documentsthen existing, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentapplicable).

Additional Guarantors. If At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (80%) of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.8 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.8 (iii)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default, or (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary of the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases which has not executed a Guaranty to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance immediately comply with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Section).

Additional Guarantors. If In the event that (a) any Wholly-Owned Subsidiary (other than any Excluded Subsidiary) is formed or acquired after the Closing Date or (b) any other Subsidiary of the Parent Borrower (other than the Company) guarantees any Capital Market Indebtedness of any Borrower or any Guarantor, the Borrowers shall (i) promptly notify the Administrative Agent thereof and shall cause such Subsidiary to become a Guarantor under the Guarantee Agreement by executing and delivering to the Administrative Agent a Guarantee Agreement Supplement (as defined in the Guarantee Agreement) and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Administrative Agent in connection with such Guarantee Agreement Supplement, including any information required pursuant to Section 10.17 (it being understood and agreed that general statutory limitations, financial assistance, corporate benefit, fraudulent preference principles, capital maintenance rules, “thin capitalisation” rules and similar principles may limit the ability of a Foreign Subsidiary of the Parent Borrower forms to Guarantee the Obligations or acquiresmay require that such Guarantee be limited by an amount or otherwise, directly in each case as reasonably determined by the Borrowers and the Administrative Agent); provided that legal opinions shall not be required to be executed and delivered in connection with any such Guarantee Agreement Supplement; provided further that any Guarantee Agreement Supplement may, with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or indirectlydelayed), include such schedules (or updates to schedules) as may be necessary to qualify any representation or warranty with respect to the Subsidiary executing such Guarantee Agreement Supplement as may be necessary to qualify any representation or warranty with respect to such Subsidiary set forth in any Loan Document to the extent necessary to ensure that such representation or warranty is true and correct in all material respects to the extent required thereby or by the terms of any other Loan Document. Any notification delivered to the Administrative Agent pursuant to the foregoing sentence shall include (1) the date on which such Person became a Wholly Owned-Subsidiary of a Credit Party and (2) all of the data required to be set forth in Schedule 5.14 with respect to such Person; and such written notice shall be deemed to supplement Schedule 5.14 for all purposes hereof. In addition, the Borrowers may cause any Subsidiary (other than an Excluded Subsidiarythe Company) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as is not a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit so guarantee payment of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, Obligations and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, become a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuarantor.

Additional Guarantors. If Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and any event within twenty (20) days) (i) the Borrower forms or acquiresexecute and deliver to Administrative Agent all Security Documents, directly or indirectlystock certificates, stock powers and other agreements and instruments as may be reasonably requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all ownership interests held by any Subsidiary (other than an Excluded Obligated Party in such Subsidiary) or , and (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary Person to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretiona) as become a Guarantor by executing and delivering to the Administrative Agent and Collateral Agent, as applicablea Guaranty, (Ab) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if execute and deliver all Security Documents requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary Agent pledging to grant and perfect Liens to the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral held by all of its Property (subject to such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the exceptions as Administrative Agent may permit or as otherwise allowed by this Agreement) and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the take all actions reasonably required by Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and Administrative Agent for the benefit of the other Secured Parties, Parties a Lien perfected first priority security interest in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documentsproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by Administrative Agent, (c) with respect to each real property owned in fee simple by such Subsidiary: (i) the Mortgage and evidence of the proper recordation of each such Mortgage (or the delivery of any such Mortgage to the applicable title insurance company for recordation, on or immediately after the date of such delivery to such company) in the appropriate filing office, and (ii) the Owned Real Estate Support Documents with respect to such real property; and (d) deliver to Administrative Agent such other documents and instruments as Administrative Agent may require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not enter into any Mortgage acquired by any Obligated Party after the Closing Date until the date that is (a) if such Mortgaged Property relates to a property not located in a flood zone, five (5) Business Days or (b) if such Mortgaged Property relates to a property located in a flood zone, thirty (30) days, after Administrative Agent has delivered to the Collateral AgentLenders the following documents in respect of such Mortgaged Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Mortgaged Property is located in a “special flood hazard area”, (A) a notification to the applicable Obligated Party of that fact and (if applicable) notification to the applicable Obligated Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Obligated Party of such notice; and (iii) evidence of required flood insurance in compliance with the applicable regulations of the Board of Governors of the Federal Reserve System.

Additional Guarantors. If (i) Pursuant to Section 5.08 of the Credit Agreement, each Subsidiary of Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases not in existence on the date of the Credit Agreement is required to be an Excluded enter into this Guaranty as a Guarantor upon becoming a Subsidiary. After the date hereof, the Borrower shall cause such Subsidiary to join this Agreement within 30 days upon execution and delivery after the date of acquisition or formation of hereof by Administrative Agent and such Subsidiary or within 30 days after of an instrument in the date any form of Annex 1, such Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period shall become a Guarantor hereunder with the same force and effect as the Administrative Agent may agree in its reasonable discretion) if originally named as a Guarantor by delivering herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Guaranty shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guaranty. The term “Guarantor” as used in this Guaranty will be construed as singular or plural to correspond with the number of persons party to this Guaranty as Guarantor. If more than one person is or becomes a party to this Guaranty, his, her, its, or their duties and liabilities under this Guaranty will be joint and several. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS GUARANTY AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTOR: AMZG, INC., a Nevada corporation By: Bxxxxxx X. Xxxxx President AEE CANADA INC., an Alberta, Canada corporation By: Bxxxxxx X. Xxxxx President EERG ENERGY ULC, a Alberta, Canada unlimited liability company By: Bxxxxxx X. Xxxxx President Addresses for Guarantor: AMZG, INC. 2000 Xxxx Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Chief Executive Officer AEE CANADA INC. c/o American Eagle Energy Corporation 2000 Xxxx Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Chief Executive Officer EERG ENERGY ULC c/o American Eagle Energy Corporation 2000 Xxxx Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Chief Executive Officer With copies (which shall not constitute notice) to: Bxxxx & Hxxxxxxxx LLP 600 Xxxxx Xxxx., Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Rxxxxxx X. Xxxx, Esq. and Rxxxxxx & Olivia, LLC 2000 Xxxxxxxx; Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Wxxxxxx X. Xxxxxxx, Esq. ADMINISTRATIVE AGENT: MXXXXX SXXXXXX CAPITAL GROUP INC., as Administrative Agent By: Nxxxx Xxxx Vice President Annex 1 to the Administrative Agent and Collateral AgentGuaranty Agreement SUPPLEMENT NO. ____ dated as of ______________ (the “Supplement”), to the Guaranty Agreement dated as of August __, 2013 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), by certain Subsidiaries of American Eagle Energy Corporation, a Nevada corporation (“Borrower”) from time to time party thereto (such Subsidiaries collectively, the “Guarantor”), in favor of Mxxxxx Sxxxxxx Capital Group Inc., as applicable, administrative agent (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the “Administrative Agent), (f), (g), (k), (l”) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties (as defined in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuaranty Agreement).

Additional Guarantors. If The Credit Parties will cause each of their Restricted Subsidiaries that are not Excluded Subsidiaries, whether newly formed, after acquired or otherwise existing (i) the Borrower forms or acquires, directly or indirectly, any including by reason of redesignation of an Unrestricted Subsidiary (other than an Excluded Subsidiary) or (ii) any as a Restricted Subsidiary that was is not otherwise an Excluded Subsidiary ceases or any Restricted Subsidiary ceasing to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary ) to join this Agreement promptly (and in any event within 30 thirty (30) days after the date of acquisition such Restricted Subsidiary is formed, acquired or formation of such Subsidiary redesignated or within 30 days after the date any Subsidiary that was an Excluded Subsidiary otherwise ceases to be an Excluded Subsidiary (in each case, or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection therewith, the Credit Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Restricted Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. The Credit Party Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Equity Interests of such new Guarantor and its Subsidiaries (other than any Subsidiary that is a CFC or FSHCO) and 65% of the voting Equity Interests and 100% of any non-voting Equity Interests of its first-tier Subsidiaries that are CFCs or FSHCOs. In connection with the foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) through (f), (j), Section 5.12 and such other documents or agreements as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured reasonably request. The Credit Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall will take all actions necessary to designate a Subsidiary as a Restricted Subsidiary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected an Unrestricted Subsidiary in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentSection 1.7.

Additional Guarantors. If (ia) From time to time any one or more Subsidiaries of the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than the Loan Parties) (each, an Excluded Subsidiary“Additional Guarantor”) or (ii) any Subsidiary that was an Excluded Subsidiary ceases may, upon written notice to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as Agent, become a Guarantor hereunder by delivering to the Administrative Agent and Collateral Agenta Joinder Agreement, substantially in the form of Exhibit J (a “Joinder Agreement”), duly executed by such Additional Guarantor or Additional Guarantors, as applicable; provided that in the case of each Additional Guarantor or Additional Guarantors, as applicable, (A) that become a signed Guarantor Joinderpursuant to this Section 10.17, (B) documents in the forms described in Sections 7.1.1(b)each such Additional Guarantor or Additional Guarantors, (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and (x) deliver to the Administrative Agent simultaneously with the Joinder Agreement legal opinions from counsel to the Loan Parties in New York and in the jurisdiction or incorporation of the Additional Guarantor or Additional Guarantors, as applicable, addressed to the Administrative Agent and each Lender, as applicable, reasonably acceptable to the Administrative Agent, covering such matters relating to the applicable Joinder Agreement and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents transactions contemplated hereby and thereby as the Administrative Agent or the Collateral Agent shall deem necessary or advisable may reasonably request and (y) deliver to grant each Lender, at least five Business Days prior to the Collateral Agent, for its benefit and for the benefit execution of the Joinder Agreement, all documentation and other Secured Partiesinformation required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, a Lien including without limitation the USA PATRIOT Act, in the property form and equity substance satisfactory to such Lender so as to not cause such Lender to be in violation of such Subsidiary rules and regulations. The execution and delivery of any Joinder Agreement shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding any Additional Guarantor becoming a party to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Agreement.

Additional Guarantors. If (i) To the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases extent not a party to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after Indenture on the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in hereof, each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations of the Company under this Indenture and the Collateral Agent Notes. Concurrently with the execution and delivery of such amendments or supplements supplemental indenture, such New Guarantor shall deliver to the relevant Security Documents or Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit New Guarantor and for the benefit of the other Secured Parties, that such New Guarantor’s Guarantee is a Lien in the property valid and equity legally binding obligation of such Subsidiary to the extent required by the Loan DocumentsNew Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to no Liens other than Permitted Lienscustomary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall take all actions necessary or advisable be evidenced solely by its execution and delivery of this Indenture (or, in the opinion case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees that its Notes Guarantee set forth in Section 11.01 shall be and remain in full force and effect notwithstanding any failure to endorse on any Note a notation of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Administrative Agent or Notes Guarantees set forth in this Indenture on behalf of each of the Collateral Agent to cause Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the Lien created by time the applicable Security Documents to Trustee authenticates the Note, the Notes Guarantee shall be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.valid nevertheless. 101

Additional Guarantors. If (i) the Borrower forms or acquires, directly or indirectly, any Cause each Wholly-Owned Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering which has not previously executed and delivered to the Administrative Agent a Guaranty and other related Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by Documents to execute and deliver to the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties promptly, and in the Collateral held by any event within 10 Business Days following such Subsidiary’s becoming a Subsidiary, a Guaranty and, as applicable, such Collateral Documents, together with a resolution of its board of directors or other similar governing body authorizing such Guaranty and Collateral Documents; provided, that such Person shall not be required to grant a Mortgage with respect to any Real Property to the extent the fair market value of the Real Estate of such Person does not exceed $25,000,000. For Notwithstanding anything to the contrary and for the avoidance of doubt, (a) no Subsidiary acquired after the Closing Date shall be required to furnish any such Subsidiary, and Guaranties or Collateral Documents if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments Subsidiary is a Foreign Subsidiary or supplements to the relevant Security Documents any Subsidiary that owns 65% or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit more of the stock of a CFC so long as such entity has no assets other Secured Partiesthan the stock of CFCs, a Lien in the property obligations, indebtedness or receivables of or attributable to such CFCs and equity of such Subsidiary de minimis assets, if and to the extent required by the Loan Documentsthat such actions would create or result in a Deemed Dividend Problem, (b) any Subsidiary that is subject to any contractual or legal restrictions under applicable law which at such time would be contravened by its becoming a Loan Party shall not be subject to the requirements of this Section 6.13, (c) Atlantic Auburndale, LLC, Auburndale GP, LLC, Auburndale LP, LLC, Dade Investment LP, Lake Investment LP, NCP Dade Power, LLC, NCP Gem, LLC, NCP Lake Power, LLC, NCP Pasco, LLC and Teton New Lake LLC shall not be subject to the requirements of this Section 6.13; provided that until the dissolution or liquidation of each such Subsidiary in compliance with Section 7.04, no Liens such Subsidiary shall hold any assets other than Permitted Liensas necessary to maintain its existence and for matters incidental thereto, and shall take all actions necessary or advisable (d) any assets if, in the opinion reasonable judgment of the Administrative Agent evidenced in writing, determined in consultation with the Borrowers, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets is excessive in relation to the Collateral Agent benefits to cause the Lien created be obtained therefrom by the applicable Security Secured Parties under the Loan Documents shall not be subject to be duly perfected in accordance with all applicable the requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Section 6.13.

Additional Guarantors. If (i) the Borrower forms The Subject Entity will not, and will not cause or acquirespermit any of its Subsidiaries to, directly or indirectly, establish or acquire a new Subsidiary of the Subject Entity or such Subsidiary, as the case may be, unless either (A) such new Subsidiary is designated as an Unrestricted Subsidiary in accordance with the definition of the term "Unrestricted Subsidiary" or (B) the Subject Entity (by delivery of an Officers' Certificate to the Trustee) designates such new Subsidiary as a Non-Guarantor Foreign Subsidiary and the aggregate amount of Investments made by the Subject Entity and its Domestic Subsidiaries and Guarantor Foreign Subsidiaries in such Non-Guarantor Foreign Subsidiary are not prohibited by this Indenture (provided that the Subject Entity may at any time thereafter elect to cause such Non-Guarantor Foreign Subsidiary to become a Guarantor as contemplated by clause (other than an Excluded SubsidiaryC) of this Section 11.3) or (C) (i) such new Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such new Subsidiary becomes a Guarantor and guarantees the obligations of the Company under the Securities and this Indenture on the same terms as the other Guarantors and (ii) any Subsidiary the Subject Entity shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each in a form reasonably satisfactory to the Trustee, stating that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join Subject Entity has complied with this Agreement within 30 days after Section 11.3 in connection with the date of establishment or acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such new Subsidiary. For the avoidance purposes of doubt, such Subsidiary, and if applicablethis Section 11.3, the other Loan Parties designation of any Unrestricted Subsidiary as a Subsidiary shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents be deemed to be duly perfected the establishment of a new Subsidiary. Upon the designation of a Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture, such Unrestricted Subsidiary shall be released from all applicable requirements of Law to its obligations under its Guarantee and this Indenture. From and after the extent required by time of the Loan DocumentsReorganization, including the filing of financing statements in such jurisdictions as may Subject Entity will always be reasonably requested by the Administrative Agent or the Collateral Agenta Guarantor.

Additional Guarantors. If Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary, and promptly thereafter (iand in any event within forty-five (45) days or such longer period as may be agreed to by the Borrower forms or acquires, directly or indirectly, any Subsidiary Administrative Agent in its sole discretion) cause such Person (other than an Excluded Subsidiary) or to, at the Company’s expense, (iii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as become a Guarantor by executing and delivering to the Administrative Agent and Collateral AgentGuaranty, a counterpart of an applicable Guaranty or such other document as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) Agent shall deem appropriate for such purpose and (mii) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent documents of the types referred to in subsections (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the Collateral Agent such amendments or supplements legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the relevant Security Documents Administrative Agent; provided that, a Material Foreign Subsidiary shall only be required to guaranty the Obligations of a Foreign Obligor. Notwithstanding the foregoing, in the event that a Person becomes a Subsidiary after the date of this Agreement and such Person is a Material Subsidiary (other than a Designated Material Subsidiary or an Excluded Subsidiary) as of such other documents as date, such Material Subsidiary shall not be required to become a Guarantor hereunder if the Company has delivered to the Administrative Agent a certificate of a Responsible Officer certifying that (x) the Company is transitioning all or substantially all the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity assets of such Subsidiary to another Loan Party and (y) upon the extent required by completion of such transition, which shall occur within 180 days of such Person becoming a Subsidiary (such period, the Loan Documents“Material Subsidiary Grace Period”), subject such Subsidiary will not, either individually or when aggregated with all other Subsidiaries that are not Material Subsidiaries, be a Material Subsidiary; provided that if such Subsidiary continues to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in be a Material Subsidiary after the opinion expiration of the Administrative Agent or Material Subsidiary Grace Period, such Material Subsidiary shall become a Guarantor hereunder pursuant to this Section 6.12 within ten (10) days of the Collateral Agent to cause expiration of the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentMaterial Subsidiary Grace Period.

Additional Guarantors. If (i) In the Borrower forms event of any Bond Issuance occurring after the Closing Date or acquires, directly the issuance after the Closing Date of any guaranty or indirectly, other credit support for any Subsidiary Bonds (other than an Excluded Subsidiary) or (ii) any Subsidiary guaranty issued after the Closing Date that was an Excluded Subsidiary ceases is required to be issued pursuant to the terms of the Note Documents in effect as of the Closing Date), in each case by any Wholly-Owned Subsidiary or any wholly-owned Subsidiary of the Parent Guarantor other than an Excluded Subsidiaryexisting Guarantor, the Borrower shall cause such Subsidiary to join this Agreement issuer or any such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (each, an “Additional Guarantor”) within 30 15 days after the date of acquisition such Bond Issuance or formation issuance of such Subsidiary guaranty or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each caseprovision of such credit support, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor applicable, by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in Guaranty Supplement guaranteeing the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit Obligations of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties under the Loan Documents; provided, however, that Wholly-Owned Foreign Subsidiaries shall execute be permitted to incur (i) Debt in connection with such Bonds in a principal amount not to exceed 7.5% of Total Asset Value, (ii) Debt under the Global Revolving Credit Facility Documents, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 3.01(a)(iii), a Lien in the property (iv), (v), (vi) and equity of (vii) with respect to such Subsidiary to the extent required by the Loan DocumentsAdditional Guarantor, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If (i) In the Borrower forms event of any Bond Issuance occurring after the Closing Date or acquiresthe issuance after the Closing Date of any guaranty or other credit support for any Bonds, directly in each case by any Wholly-Owned Subsidiary or indirectly, any wholly-owned Subsidiary of the Parent Guarantor (other than the Operating Partnership, an Excluded existing Guarantor, Borrower or an Immaterial Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases such Bond Issuances, guarantees and credit support being referred to be an Excluded Subsidiaryas “Bond Debt”), the Borrower shall cause such Subsidiary to join this Agreement within 30 days after issuer or such guarantor or provider of credit support shall, at the date cost of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary Loan Parties, become a Guarantor hereunder (in each case, or an “Additional Guarantor”), in each case within 15 days after such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor Bond Issuance by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in Guaranty Supplement guaranteeing the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit Obligations of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties under the Loan Documents; provided, however, that Wholly-Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall execute be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 3.01(a)(iii) and (iv) with respect to such Additional Guarantor, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If (i) In the Borrower forms event of any Bond Issuance occurring after the Closing Date or acquiresthe issuance after the Closing Date of any guaranty or other credit support for any Bonds, directly in each case by any Wholly-Owned Subsidiary or indirectly, any wholly-owned Subsidiary of the Parent ​ Guarantor (other than the Operating Partnership, an Excluded existing Guarantor, Borrower or an Immaterial Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases such Bond Issuances, guarantees and credit support being referred to be an Excluded Subsidiaryas “Bond Debt”), the Borrower shall cause such Subsidiary to join this Agreement within 30 days after issuer or such guarantor or provider of credit support shall, at the date cost of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary Loan Parties, become a Guarantor hereunder (in each case, or an “Additional Guarantor”), in each case within 15 days after such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor Bond Issuance by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in Guaranty Supplement guaranteeing the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit Obligations of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties under the Loan Documents; provided, however, that Wholly-Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall execute be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 3.01(a)(iii) and (iv) with respect to such Additional Guarantor, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If (i) the Borrower forms or acquires, directly or indirectly, any Person becomes a Material Domestic Subsidiary (other than an Excluded Subsidiary) after the Closing Date, cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (b) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent, in each case (x) in the case of an Acquisition of a Person that would have been a Material Domestic Subsidiary as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (iib) any Subsidiary that was an Excluded Subsidiary ceases after giving effect to be an Excluded Subsidiarysuch Acquisition on a Pro Forma Basis, the Borrower shall cause such Subsidiary to join this Agreement within 30 thirty (30) days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary Acquisition (in each case, or such longer period as the Administrative Agent may agree in its reasonable sole discretion) and (y) in all other cases, concurrent with the delivery of the Compliance Certificate for the first fiscal quarter end in which such Person is a Material Domestic Subsidiary (or such longer period as a Guarantor by delivering to the Administrative Agent may agree in its sole discretion); provided that if at any time all of the Domestic Subsidiaries that are Immaterial Subsidiaries and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents that are not Guarantors either contributed in the forms described aggregate more than $2,500,000 of Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) or had in Sections 7.1.1(b)the aggregate more than $2,500,000 in assets as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) then the Borrower shall cause one or more of such Immaterial Subsidiaries to become Guarantors pursuant to, (c), (d) (if requested and by the Administrative Agent)date required by, (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to this Section 6.13 such that after giving effect thereto the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiaryforegoing thresholds are not exceeded. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties no Excluded Subsidiary or Joint Venture that is not a Subsidiary shall execute and deliver be required to the Administrative Agent and the Collateral Agent such amendments become a Guarantor pursuant to this Section 6.13 or supplements to the relevant Security Documents pledge assets under Section 6.14 or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentotherwise.

Additional Guarantors. If (i) In the Borrower forms event of any Bond Issuance occurring after the Closing Date or acquiresthe issuance after the Closing Date of any guaranty or other credit support for any Bonds, directly in each case by any Wholly‑Owned Subsidiary or indirectly, any wholly‑owned Subsidiary of the Parent Guarantor (other than the Operating Partnership, an Excluded existing Guarantor or an Immaterial Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases such Bond Issuances, guaranties and credit support being referred to be an Excluded Subsidiaryas “Bond Debt”), the Borrower shall cause such Subsidiary to join this Agreement issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (each, an “Additional Guarantor”) within 30 15 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor Bond Issuance by executing and delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in Guaranty Supplement guaranteeing the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit Obligations of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties under the Loan Documents; provided, however, that Wholly‑Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall execute be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) all of the other Secured Partiesdocuments set forth in Sections 3.01(a)(iii), a Lien in the property (iv), (v), (vi) and equity of (vii) with respect to such Subsidiary to the extent required by the Loan DocumentsAdditional Guarantor, subject to no Liens other than Permitted Liens, and shall take (B) all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent “know your client” information relating to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender Party and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Collateral Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (80%) of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis, then, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default, or (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary of the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases which has not executed a Guaranty to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance immediately comply with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Section).

Additional Guarantors. If If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor guarantees any Indebtedness under the Term Loan Credit Agreement or is a borrower or a guarantor under the U.S. Subfacility of the ABL Credit Agreement or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, within 20 Business Days of the date that such Indebtedness has been guaranteed, to (i) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent Trustee a supplemental indenture in form satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture and (ii) execute and deliver a joinder to the Intercreditor Agreement and Security Documents (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) and take all actions thereunder to grant a perfected third priority Lien (subject to Permitted Liens) to the Collateral Agent such amendments or supplements pursuant to the relevant Security Documents or such other documents terms of this Indenture. Each Guarantee will be limited as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien reflect limitations under local law in the property applicable jurisdiction and equity defenses generally available to guarantors in such jurisdiction (including those relating to fraudulent conveyance, fraudulent transfer, voidable preference, financial assistance, corporate purpose, corporate benefit, capital maintenance and similar laws, regulations and defenses affecting the rights of creditors generally) or other considerations under applicable law. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Subsidiary Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and rights of creditors generally. Each Guarantee shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected released in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentSection 10.2(b).

Additional Guarantors. If (i) Concurrently with the Borrower forms acquisition or acquires, directly or indirectly, formation of any Subsidiary (other and in any event not later than an Excluded Subsidiary) 30 days following such acquisition or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiaryformation, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering delivered to the Administrative Agent (i) a Joinder Agreement executed by such Subsidiary and Collateral Agent, as applicablethe direct owner of the Equity Interests of such Subsidiary, (Aii) a signed Guarantor Joinderstock certificates or other instruments representing all the Equity Interests of such Subsidiary and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates or other instruments, or, if any Equity Interests pledged pursuant to such Security Agreement are uncertificated securities, confirmation and evidence satisfactory to the Required Lenders that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent in accordance with the UCC, (Biii) all agreements, deeds of trust, mortgages, documents in and instruments, including UCC Financing Statements (Form UCC-1), required by law or reasonably requested by the forms described in Sections 7.1.1(bCollateral Agent (acting at the direction of the Required Lenders) to be executed, filed, registered or recorded to create or perfect the Liens on the Property of such Subsidiary (except to the extent not required under the Security Agreement), (c)iv) UCC searches, all dated reasonably close to the date of the Joinder Agreement and in form and substance satisfactory to the Required Lenders, and evidence reasonably satisfactory to the Required Lenders that any Liens indicated in such UCC searches are Excepted Liens or have been released, (dv) (if requested by the Administrative Agent), (f), (g), (k), (l) corporate resolutions or similar approval documents of such Subsidiary approving the execution and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit delivery of the Secured Parties in Joinder Agreement and the Collateral held performance of the Security Agreement and Guaranty by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver (vi) a legal opinion reasonably acceptable to the Administrative Agent Required Lenders, opining favorably on the execution, delivery and enforceability of the Loan Documents to which such Subsidiary is a party, and the Collateral Agent grant and perfection of the security interest or trust lien purported to be made or effected by any such amendments or supplements Loan Document and otherwise being in form and substance reasonably satisfactory to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit Required Lenders and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agenttheir counsel.

Additional Guarantors. If (i) the Borrower forms or acquiresIf, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date this Indenture, any Subsidiary of (x) prior to the consummation of the Mergers, Express Scripts or (y) following the consummation of the Mergers, the Company that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (is, in each case, not then a Guarantor guarantees, becomes a borrower, issuer or guarantor under, or grants any Lien to secure any obligations pursuant to, (1) the Express Scripts Existing Revolving Credit Facility or any refinancing or replacement thereof, (2) the Medco Term Loan and Revolving Credit Facility or any refinancing or replacement thereof, (3) either of the Facilities or any refinancing or replacement thereof, or (4) any other Indebtedness having an aggregate principal amount outstanding in excess of 15% of the Consolidated Net Worth of (a) prior to the consummation of the Mergers, Express Scripts or (b) following the consummation of the Mergers, the Company, in each case as of the end of such longer period as entity’s most recent quarter for which financial statements are available (such Consolidated Net Worth to be measured at the Administrative Agent may agree time of the incurrence of each such guarantee or borrowing or the granting of such Lien), then in its reasonable discretion) as any such case such Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Administrative Agent and Collateral AgentTrustee promptly (but in any event, within two Business Days of the date on which it guaranteed or incurred such Indebtedness or granted such Lien, as applicablethe case may be). Notwithstanding the preceding paragraph, (A) any Guarantee by a signed Guarantor Joinderthat was issued pursuant to this Section 10.11 solely as a result of its guarantee or incurrence of, (B) documents or granting of a Lien in respect of, any such Indebtedness shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the forms described in Sections 7.1.1(b), creation of such Subsidiary’s Guarantee (c), (d) (if requested by or upon such Subsidiary ceasing to be an issuer or a borrower or the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect release of Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held granted by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent case may be), except a discharge or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit release as a result of the other Secured Parties, a Lien in the property and equity of payment under such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentguarantee.

Additional Guarantors. If (ia) the Borrower forms or acquires, directly or indirectly, any The Issuer shall cause each Material Subsidiary (other than an Excluded Subsidiaries) that guarantees any Public Debt or any syndicated Credit Facilities of the Issuer or the Guarantors (other than (solely with respect to the relevant Subsidiary) (i) any Guarantees of Public Debt or syndicated Credit Facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer and (ii) any Subsidiary that was Public Debt or syndicated Credit Facilities in an Excluded Subsidiary ceases amount not greater than $50 million) to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement (x) become a Guarantor within 30 days after of becoming a Material Subsidiary and (y) substantially concurrently with the date of acquisition or formation provision of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases Guarantee, to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee and the Notes Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary (to the extent action is required by it) shall each take all necessary actions requested by the Loan DocumentsIssuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to no Liens customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other than Permitted Liensconsiderations under applicable law. (g) Notwithstanding the foregoing, and the Issuer shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent not be obligated to (i) cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor (ii) to cause the Lien created by the applicable Security Documents any Restricted Subsidiary to be duly perfected in accordance with all applicable requirements of Law provide a Note Guarantee to the extent required by and for so long as the Loan DocumentsIncurrence of such Guarantee pursuant to this Section 4.21(g)(ii) could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.104 EU-DOCS\26039728.6

Additional Guarantors. If On or prior to the earlier of (x) the date of the consummation of the Cilcorp Acquisition and (y) the date that is six months after the date upon which the First Amendment and Restatement is effective, (i) the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Additional Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements a Subsidiary Guaranty, (ii) each Additional Guarantor shall provide to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit (A) copies of the other Secured Partiesbylaws of such Additional Guarantor and of resolutions of the Board of Directors or equivalent governing body of such Additional Guarantor authorizing the execution, a Lien in the property delivery and equity performance by such Additional Guarantor of such Subsidiary Guaranty, certified by a duly authorized officer of such Additional Guarantor (which certificate shall state that such bylaws and resolutions are in full force and effect on the date of such Additional Guarantor's execution and delivery of such Subsidiary Guaranty), (B) copies of all approvals, authorizations or consents of, or notices to or registrations with, any governmental body or agency, if any, required for such Additional Guarantor to enter into such Subsidiary Guaranty, (C) a certificate of a duly authorized officer of such Additional Guarantor certifying the names and true signatures of the officers of such Additional Guarantor authorized to sign such Subsidiary Guaranty and (D) a copy of the certificate or articles of incorporation of such Additional Guarantor, and all amendments thereto, certified by the Secretary of State of the state of incorporation or other constitutive documents of such Additional Guarantor and (iii) the General Counsel of AES shall have provided to the extent required by Agent a legal opinion, dated the Loan Documentsdate on which each Additional Guarantor shall have executed and delivered a Subsidiary Guaranty, subject covering such matters relating to no Liens its existence and good standing and its entry into and performance of such Subsidiary Guaranty and such other than Permitted Liens, and matters relating thereto as the Agent shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentrequest.

Additional Guarantors. If (ia) the Borrower forms or acquires, directly or indirectly, any Subsidiary Within 20 days (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as of time permitted by the Administrative Agent may agree in its reasonable sole discretion) after the deadline for delivering a Compliance Certificate with respect to any fiscal quarter that shows or, if not delivered by such deadline, could reasonably be expected to show, non-compliance with any Guarantee Ratio as of the end of the fiscal quarter to which such Compliance Certificate relates (the “Guarantee Ratio Cure Period”), the Parent shall (i) cause one or more of its Subsidiaries that is not then a Guarantor by delivering to execute and deliver to the Administrative Agent and Collateral Agenta Guaranty, together with all other New Guarantor Documentation and/or (ii) take such other action (including, without limitation, the reactivation of any preservation stacked or cold stacked Rig directly wholly-owned by a Credit Party, as applicable, shall be sufficient (A) a signed Guarantor Joinder, collectively for actions taken under clauses (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (li) and (mii) [Deliveries], herein) to cause the Parent and 8.1.17 [Collateral], modified its Subsidiaries to be in compliance with each Guarantee Ratio as appropriate, and of the last date any of such actions have been taken (C) documents necessary to grant and perfect Liens as demonstrated by a duly executed Compliance Certificate dated as of such date with respect to the Collateral Guarantee Ratios which the Parent shall deliver to the Administrative Agent for the benefit of the Secured Parties in the Collateral held by within such SubsidiaryGuarantee Ratio Cure Period). For the avoidance of doubt, such Subsidiary, failure to comply with any Guarantee Ratio shall not constitute a Default or Event of Default so long as the Parent and if applicable, its Subsidiaries shall have taken the other Loan Parties shall execute and deliver actions specified in either clause (i) or (ii) above (or any combination of the two) prior to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit expiration of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentGuarantee Ratio Cure Period.

Additional Guarantors. If (ia) [Intentionally omitted]. (b) With respect to any Person that becomes a Restricted Subsidiary or a Specified Aleris Subsidiary after the Borrower forms or acquires, directly or indirectly, any Subsidiary Effective Date (other than (x) an Excluded SubsidiaryGuarantor Subsidiary and (y) a Securitization Entity) or (ii) any Restricted Subsidiary that was an Excluded Guarantor Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d), the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer, promptly (and in any event within (x) thirty (30) days after such Person becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Guarantor Subsidiary or within 30 days after is required to become a Loan Party by operation of the date any Subsidiary provisions of Section 5.11(d); provided that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree to an extension of such time period or (y) immediately upon such Person becoming a Specified Aleris Subsidiary or in connection with the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer) cause any such Restricted Subsidiary (other than a Specified Aleris Subsidiary) that is a Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion) as a Guarantor by delivering and any such Specified Aleris Subsidiary, in each case to the Administrative Agent and Collateral Agentextent not prohibited by applicable Requirements of Law, as applicableto execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (A) a signed Guarantor Joinder, (B) documents including in the forms described in Sections 7.1.1(b)case of a Foreign Subsidiary, (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in guarantee (or joinder thereto) governed by the property and equity laws of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion Foreign Subsidiary’s jurisdiction of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements organization (in such jurisdictions form as may be reasonably requested by satisfactory to the Administrative Agent Agent). Notwithstanding the foregoing, this clause (b) shall not apply to any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law prohibits it from becoming a Loan Party. Notwithstanding anything to the contrary in this Section 5.11(b), with respect to each Foreign Subsidiary that becomes a party to this Agreement after the Effective Date, the obligations of such Foreign Subsidiary under this Agreement, any Guarantee, any Foreign Guarantee, any Joinder Agreement, or the Collateral Agent.any other Loan 151 1120544.02G-CHISR02A - MSW

Additional Guarantors. If At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (80%) of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis, then, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent's request therefor, Borrower shall cause such Subsidiary to execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default, or (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx'x of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary of the Borrower forms or acquires, directly or indirectly, any Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases which has not executed a Guaranty to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance immediately comply with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agentthis Section).

Additional Guarantors. If In the event that (i) any Subsidiary of the Borrower forms or acquires, directly or indirectly, any Subsidiary shall satisfy the definition of “Material Subsidiary” after the date hereof (other than an Excluded Subsidiary) any Subsidiary which is prohibited from guarantying indebtedness by the express terms of its organizational documents or any mortgage loan document to which such Subsidiary is party), or (ii) any the Borrower shall request that certain Real Estate of a Subsidiary that was an Excluded Subsidiary ceases to of Borrower be an Excluded Subsidiaryincluded as a Mortgaged Property as contemplated by §5.3 and such Real Estate is approved for inclusion as a Mortgaged Property in accordance with the terms hereof, the Borrower shall cause each such Subsidiary (and any entity having an interest in such Subsidiary) to join this Agreement promptly, but in any event within 30 days after the fifteen (15) Business Days (as such date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to may be an Excluded Subsidiary (in each case, or such longer period as the Administrative extended by Agent may agree in its reasonable discretion) as a Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent a Joinder Agreement, and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, (and each Subsidiary of Borrower having an interest in such Subsidiary) shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents become a Guarantor hereunder and thereunder (provided that any Subsidiary owning Real Estate to be duly perfected included as a Mortgaged Property (and any Subsidiary owning an interest therein) shall be required to execute and deliver a Joinder Agreement as a condition precedent to such Real Estate becoming a Mortgaged Property). Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement and, if such Subsidiary owns a Mortgaged Property or an interest in a Subsidiary that owns a Mortgaged Property, such Security Documents as Agent may require. The Borrower shall further cause all applicable requirements representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of Law such Joinder Agreement, the Borrower shall deliver to the extent required by Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Loan Documents, including the filing of financing statements in such jurisdictions as Agent may be reasonably requested by the Administrative Agent or the Collateral Agentrequire.

Additional Guarantors. If (a) Cause each of the Borrower’s Material Domestic Subsidiaries (other than U.S. Foreign Holdcos) that is a Restricted Subsidiary which is not a party to this Credit Agreement, whether newly formed, after acquired or otherwise existing to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents, a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the extent governed by New York Law) and security (attachment and perfection of pledged Equity Interests)) and, solely with respect to Material Domestic Subsidiaries, a local counsel opinion (with customary existence, power, authority, execution (to the extent governed by local Law), no conflicts with Laws or organizational documents and governmental consents and approvals). (b) To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries and U.S. Foreign Holdcos) which are not Guarantors collectively own greater than twenty percent (20%) of Consolidated Total Assets, cause one (1) or more of such Immaterial Domestic Subsidiaries to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents and a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the extent governed by New York Law) and security (attachment and perfection of Equity Interests)), to reduce the Consolidated Total Assets ownership percentage of the remaining Immaterial Domestic Subsidiaries that are not Guarantors to twenty percent (20%) or below; provided that (i) the Borrower forms or acquires, directly or indirectly, Credit Parties may elect to release any Immaterial Domestic Subsidiary (other than an Excluded Subsidiary) or (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion) as a Guarantor by delivering hereunder to the extent the Borrower delivers to the Administrative Agent and Collateral Agenta certificate of a Responsible Officer certifying that, as applicableafter giving effect to such release, the Borrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own no more than twenty percent (A20%) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if requested by the Administrative Agent), (f), (g), (k), (l) of Consolidated Total Assets and (mii) [Deliveries], it is acknowledged and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit agreed that upon receipt of the Secured Parties in the Collateral held by such Subsidiary. For the avoidance of doubtcertificate, such Subsidiary, Immaterial Domestic Subsidiary shall be released as a Guarantor hereunder and if applicable, the other Loan Parties shall execute and deliver to the Administrative Agent shall promptly take such action to evidence such release of such Immaterial Domestic Subsidiary from its Guaranty as is reasonably requested by, and at the Collateral Agent such amendments or supplements to expense of, the relevant Security Documents or such other documents as Credit Parties. (c) At the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit option of the other Secured PartiesBorrower, cause any Domestic Subsidiary that is not otherwise required to become a Guarantor pursuant to Section 7.09(a) or 7.09(b) to become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a Lien in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.good standing

Additional Guarantors. If Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and any event within twenty (20) days) (i) the Borrower forms or acquiresexecute and deliver to Administrative Agent all Security Documents, directly or indirectlystock certificates, stock powers and other agreements and instruments as may be reasonably requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all ownership interests held by any Subsidiary (other than an Excluded Obligated Party in such Subsidiary) or , and (ii) any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary Person to join this Agreement within 30 days after the date of acquisition or formation of such Subsidiary or within 30 days after the date any Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretiona) as become a Guarantor by executing and delivering to the Administrative Agent and Collateral Agent, as applicablea Guaranty, (Ab) a signed Guarantor Joinder, (B) documents in the forms described in Sections 7.1.1(b), (c), (d) (if execute and deliver all Security Documents requested by the Administrative Agent), (f), (g), (k), (l) and (m) [Deliveries], and 8.1.17 [Collateral], modified as appropriate, and (C) documents necessary Agent pledging to grant and perfect Liens to the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral held by all of its Property (subject to such Subsidiary. For the avoidance of doubt, such Subsidiary, and if applicable, the other Loan Parties shall execute and deliver to the exceptions as Administrative Agent may permit or as otherwise allowed by this Agreement) and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the take all actions reasonably required by Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and Administrative Agent for the benefit of the other Secured Parties, Parties a Lien perfected first priority security interest in the property and equity of such Subsidiary to the extent required by the Loan Documents, subject to no Liens other than Permitted Liens, and shall take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected in accordance with all applicable requirements of Law to the extent required by the Loan Documentsproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by Administrative Agent, (c) with respect to each real property owned in fee simple by such Subsidiary: (i) the Mortgage and evidence of the proper recordation of each such Mortgage (or the delivery of any such Mortgage to the applicable title insurance company for recordation, on or immediately after the date of such delivery to such company) in the appropriate filing office, and (ii) the Owned Real Estate Support Documents with respect to such real property; and (d) deliver to Administrative Agent such other documents and instruments as Administrative Agent may require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not enter into any Mortgage acquired by any Obligated Party after the Closing Date until the date that is (a) if such Mortgaged Property relates to a property not located in a flood zone, five (5) Business Days or (b) if such Mortgaged Property relates to a property located in a flood zone, thirty (30) days, after Administrative Agent has delivered to the Collateral Agent.Lenders the following documents in respect of such Mortgaged Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Mortgaged Property is located in a “special flood hazard area”, (A) a notification to the applicable Obligated Party of that fact and (if applicable) notification to the applicable Obligated Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Obligated Party of such notice; and