Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that guarantees or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreement. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company will be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that guarantees directly or otherwise becomes liable indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at any time, whether as the Metro Property or which receives consideration from a guarantor, borrower, co-borrower tenant or otherwise, for or in respect licensee of any Indebtedness in respect of any Bank Credit Agreementsuch Real Estate, to enter into the Subsidiary Guaranty execute and deliver to each Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder; provided that any Foreign Subsidiary will not be required to become an “Additional Subsidiary Guarantor” hereunder if Agent does not require the same as part of its approval of an International Investment being included as an Unencumbered Asset Pool Property. In addition, in the event any Subsidiary of the holders of Borrower shall constitute a Material Subsidiary, the Notes (substantially concurrently with the incurrence of any Borrower shall cause such obligation pursuant Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and the deliver to Agent a Joinder Agreement, and such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly specifically authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents, except as an enforcement to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such terms Subsidiary as a Guarantor. Additionally, notwithstanding anything to the contrary contained herein, for any Foreign Subsidiary which is required by Agent to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person require that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary to execute and deliver a separate Guaranty (i) is in addition to or in lieu of a “designated borrower” or an issuer Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of notes under aiding in the enforceability and collectability of such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and Guaranty (ii) is not obligated for, or does not otherwise guarantyincluding, any judgment arising thereunder) against any such Foreign Subsidiary in its jurisdiction of organization, the jurisdiction in which Real Estate or other Person’s obligations under assets owned by such Bank Credit Agreement. Foreign Subsidiary are located and in such other jurisdictions as the Agent may reasonably require (b) The definition of each an “Bank Credit Agreement” Approved Foreign Guaranty”). Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement or Approved Foreign Guaranty, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and is hereby amended by deleting such definition other documents and substituting instruments as the following therefor:Agent may reasonably require.

Additional Subsidiary Guarantors. The Company will cause any In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that guarantees is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or otherwise becomes liable at any timethat a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, whether or that Real Estate that is subject to an Intercompany Loan which loan is owned by a Wholly Owned Subsidiary of Borrower be included as an Unencumbered Pool Property, the Borrower shall as a guarantorcondition thereto, borrowerin addition to the requirements of §7.20, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, cause each such Wholly Owned Subsidiary to enter into the Subsidiary Guaranty execute and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any Agent a Joinder Agreement, and such obligation pursuant to or in respect of Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Bank Credit Agreement) the following items: (a) Subsidiary that becomes a joinder agreement in respect of the Subsidiary Guaranty substantially Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Subsidiary GuarantyAgent may reasonably require. Each Guarantor shall be organized under the laws of a State within the United States and shall have its principal place of business in the United States, as applicable; and (c) except that a Guarantor which owns an opinion of counsel (who Unencumbered Pool Property in Canada may be in-house counsel for organized under the Company) addressed to each laws of a Canadian province. In the holders of the Notes satisfactory to the Required Holders, to the effect event that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who a Guarantor is organized under the laws of any jurisdiction other than the United States of America (eacha Canadian province, Borrower shall, as a “Foreign Subsidiary”) shall not be deemed condition to be such Person becoming a Person that is liable in respect Guarantor, cause such Guarantor to enter into such additional agreements as Agent may reasonably require as a result of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries Guarantor not being organized under the laws of a State within the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit AgreementStates. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company will be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that guarantees directly or otherwise becomes liable indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at any time, whether as the Metro Property or which receives consideration from a guarantor, borrower, co-borrower tenant or otherwise, for or in respect licensee of any Indebtedness in respect of any Bank Credit Agreementsuch Real Estate, to enter into the Subsidiary Guaranty execute and deliver to each Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the holders of Borrower shall constitute a Material Subsidiary, the Notes (substantially concurrently with the incurrence of any Borrower shall cause such obligation pursuant Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and the deliver to Agent a Joinder Agreement, and such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly specifically authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents, except as an enforcement to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such terms Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting waived without the enforcement written consent of creditors’ rights generally and by general equitable principleseach Lender. For purposes of this Section 9.7, any Subsidiary of In connection with the Company who is organized under the laws delivery of any jurisdiction Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other than documents and instruments as the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit AgreementAgent may reasonably require. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company will As and to the extent that (i) Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property in connection with the request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in each case, Borrower shall cause any each such Subsidiary and each other Subsidiary that guarantees is a Direct Owner or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, Indirect Owner thereof to enter into the Subsidiary Guaranty execute and deliver to Agent a Joinder Agreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunder and to execute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by the Agent and each of the holders of the Notes (substantially concurrently Lender in order for Agent or such Lender to comply with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations applicable “know your customer” and warranties to the effect of those contained in the Subsidiary Guaranty, Anti-Money Laundering Laws with respect to such Subsidiary Person shall have been received and the Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable Subsidiary Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Bank Credit Agreement if Joinder Agreement, Borrower shall deliver to the Agent such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement organizational agreements, resolutions, consents, opinions and Company, or any of other documents and instruments as the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit AgreementAgent may reasonably require. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company will cause any In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that guarantees is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or otherwise becomes liable at any timethat a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, whether or that Real Estate that is subject to an Intercompany Loan which loan is owned by a Wholly Owned Subsidiary of Borrower be included as an Unencumbered Pool Property, the Borrower shall as a guarantorcondition thereto, borrowerin addition to the requirements of §7.20, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, cause each such Wholly Owned Subsidiary to enter into the Subsidiary Guaranty execute and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any Agent a Joinder Agreement, and such obligation pursuant to or in respect of Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Bank Credit Agreement) the following items: (a) Subsidiary that becomes a joinder agreement in respect of the Subsidiary Guaranty substantially Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary and that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the Subsidiary Guarantydelivery of such Joinder Agreement, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory Borrower shall deliver to the Required HoldersAgent such organizational agreements, to resolutions, consents, opinions and other documents and instruments as the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms Agent may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreementreasonably require. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that guarantees or otherwise which becomes liable at any time, whether as a guarantor, borrower, co-borrower obligor or otherwise, for or guarantor in respect of any Indebtedness in respect of any Debt under the Bank Credit Agreement, Agreement to enter into become a party to the Subsidiary Guaranty Agreement and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to becoming a co-obligor or guarantor in respect of such Debt under the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of supplement to the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary GuarantyGuaranty (a “Supplement”); (b) a certificate signed by an authorized Responsible Officer of the Company such Subsidiary making representations and warranties to the effect of those contained in the Subsidiary GuarantySection 5 (other than those contained in Sections 5.3, 5.5, 5.13 and 5.14), with respect to such Subsidiary and Subsidiary, the Subsidiary Guaranty, as applicableGuaranty Agreement and each Security Document to which it is or will become a party; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty Supplement entered into by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes Agreement and each Security Document to which such Subsidiary is a party constitute the legal, valid and binding contract and agreement obligations of such Person and enforceable against such Person in accordance with its their respective terms, except as an enforcement of such terms enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes The holders of this Section 9.7, Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement, and, to the extent provided for in the Security Documents, to direct the Collateral Agent on behalf of the Company who is organized holders of Notes to discharge and release all assets of such Subsidiary Guarantor from Liens arising under the laws Security Documents, in each case upon the written request of any jurisdiction other than the United States Company, provided that (1) such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of America (each, a “Foreign Subsidiary”such Subsidiary Guarantor under the Subsidiary Guaranty Agreement) shall not be deemed to be a Person that is liable as an obligor and guarantor under and in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such the Bank Credit Agreement and Company, or any the Company so certifies to the holders of Notes in a certificate of a Responsible Officer of the Company’s Subsidiaries organized under , (2) at the laws time of such release, the Consolidated Net Debt to EBITDA Ratio shall be less than 2:00 to 1:00, (3) at the time of such release and discharge, the Company shall have delivered a certificate of a Responsible Officer of the United States Company to the holders of Notes evidencing compliance with the requirement of the immediately preceding clause (2) and stating that no Default or Event of Default exists or will result from such release and discharge and (4) if any state thereof, fee or other form of consideration is a “borrower”, “co-borrower” or an issuer of notes under such given to any party to the Bank Credit Agreement and (ii) is not obligated forexpressly for the purpose of its release of such Subsidiary Guarantor, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreementthe holders of Notes shall receive equivalent consideration. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company will initial Guarantors hereunder shall be SEGI and such of the Subsidiaries of SEGI as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of SEGI may become parties hereto, as additional Guarantors, by executing a counterpart of this Guaranty. Upon delivery of any such counterpart to Lender, notice of which is hereby waived by Guarantors, each such additional Guarantor shall be as fully a party hereto as if such Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, nor by any election of Lender not to cause any Subsidiary of SEGI to become an additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that guarantees is or otherwise becomes liable at a party hereto regardless of whether any timeother Person becomes or fails to become or ceases to be a Guarantor hereunder. Each Guarantor shall from time to time cause any present wholly owned subsidiary of Guarantor or future wholly owned subsidiary of Guarantor, whether within 30 days after any such Person becomes a Subsidiary, that is not a Guarantor to join this Guaranty as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation Guarantor pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes substance satisfactory to the Required Holders, to the effect that the Lender unless such Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the is a Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any a jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws outside of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes and under applicable foreign law; such Bank Credit Agreement and (ii) Subsidiary is not obligated forpermitted to guarantee the Credit Obligations. Each Guarantor will, promptly upon the request of Lender from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, as Lender deems necessary or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreementadvisable to carry out the intent and purposes of this Section 4.11. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company Parent Issuer will cause any Subsidiary that guarantees or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company Parent Issuer making representations and warranties to the effect of those contained in the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the CompanyParent Issuer) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance -35- and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of Section 2.3(b) and this Section 9.7, the Company or any other Subsidiary of the Company Parent Issuer who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Companythe Parent Issuer, or any of the CompanyParent Issuer’s Subsidiaries organized under the laws of the United States or any state thereofthereof (each, a “Domestic Subsidiary”), is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreement. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company will As and to the extent that (i) Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property in connection with the request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in each case, Borrower shall cause any each such Subsidiary nd each other Subsidiary that guarantees is a Direct Owner or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, Indirect Owner thereof to enter into the Subsidiary Guaranty execute and deliver to Agent a Joinder Agreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunder and to execute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by the Agent and each of the holders of the Notes (substantially concurrently Lender in order for Agent or such Lender to comply with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations applicable “know your customer” and warranties to the effect of those contained in the Subsidiary Guaranty, Anti-Money Laundering Laws with respect to such Subsidiary Person shall have been received and the Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable Subsidiary Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Bank Credit Agreement if Joinder Agreement, Borrower shall deliver to the Agent such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement organizational agreements, resolutions, consents, opinions and Company, or any of other documents and instruments as the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit AgreementAgent may reasonably require. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company will be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall (i) cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that guarantees directly or otherwise becomes liable indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at any time, whether as the Metro Property or which receives consideration from a guarantor, borrower, co-borrower tenant or otherwise, for or in respect licensee of any Indebtedness in respect of any Bank Credit Agreementsuch Real Estate, to enter into the Subsidiary Guaranty execute and deliver to each Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the holders of Borrower shall constitute a Material Subsidiary, the Notes (substantially concurrently with the incurrence of any Borrower shall cause such obligation pursuant Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and the deliver to Agent a Joinder Agreement, and such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly specifically authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents, except as an enforcement to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such terms Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting waived without the enforcement written consent of creditors’ rights generally and by general equitable principleseach Lender. For purposes of this Section 9.7, any Subsidiary of In connection with the Company who is organized under the laws delivery of any jurisdiction Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other than documents and instruments as the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit AgreementAgent may reasonably require. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company will As and to the extent that (i) Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property in connection with the request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in each case, Borrower shall cause any each such Subsidiary nd each other Subsidiary that guarantees is a Direct Owner or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, Indirect Owner thereof to enter into the Subsidiary Guaranty execute and deliver to Agent a Joinder Agreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunder and to executedexecute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by the Agent and each of the holders of the Notes (substantially concurrently Lender in order for Agent or such Lender to comply with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations applicable “know your customer” and warranties to the effect of those contained in the Subsidiary Guaranty, Anti-Money Laundering Laws with respect to such Subsidiary Person shall have been received and the Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable Subsidiary Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Bank Credit Agreement if Joinder Agreement, Borrower shall deliver to the Agent such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement organizational agreements, resolutions, consents, opinions and Company, or any of other documents and instruments as the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit AgreementAgent may reasonably require. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary that guarantees which is required by the terms of the Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise becomes liable at any timeguarantee, whether as a guarantor, borrower, co-borrower or otherwise, for or Debt in respect of any Indebtedness in respect of any the Bank Credit Agreement or such Debt Agreement, to enter into the a Subsidiary Guaranty Agreement which shall be in a form reasonably acceptable to the Required Holders (a “Subsidiary Guaranty”) and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such the Bank Credit Agreement) the following items: (ai) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (bii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary GuarantySections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (ciii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreement. (b) The definition At any time in which a Subsidiary Guaranty shall be in existence, the holders of “the Notes agree to discharge and release any Subsidiary Guarantor from such Subsidiary Guaranty upon receipt of written notice from the Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under such Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreement” Agreement and each Debt Agreement of the Company and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall be deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is hereby amended by deleting given to any holder of Debt of the Company expressly for the purpose of such definition and substituting release, holders of the following therefor:Notes shall receive equivalent consideration.

Additional Subsidiary Guarantors. The Company will cause any (a) In the event that Borrower shall request that certain Real Estate of a Subsidiary that guarantees or otherwise becomes liable at any timeof Borrower be included as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Value, whether Borrower shall as a guarantorcondition thereto, borrowerin addition to the requirements of §7.22, co-borrower or otherwise, for or cause each such Subsidiary (and any other Subsidiary of Borrower having an interest in respect such Subsidiary of any Indebtedness in respect of any Bank Credit Agreement, Borrower) to enter into the Subsidiary Guaranty execute and deliver to each of the holders of the Notes Agent a Joinder Agreement, and such Subsidiary (substantially concurrently with the incurrence of and any such obligation pursuant other Subsidiary) shall become a Subsidiary Guarantor hereunder. If Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an “Unencumbered Property” (or such other similar term as used therein) under the Existing Credit Agreement it shall be required to or in respect of include such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially Real Estate as an Unencumbered Property hereunder. In addition, in the form event any Subsidiary or the Borrower shall constitute a Material Subsidiary within the meaning of Exhibit A to the Subsidiary Guaranty; clause (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties definition thereof, the Borrower shall cause such Subsidiary, as a condition to the effect of those contained in the Subsidiary Guaranty, such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and the deliver to Agent a Joinder Agreement, and such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly specifically authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents and applicable law, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary or other entity. In connection with the delivery of such Bank Credit Agreement if Joinder Agreement, Borrower shall deliver to the Agent such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement organizational agreements, resolutions, consents, opinions and Company, or any of other documents and instruments as the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit AgreementAgent may reasonably require. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of “Bank Credit Agreement” Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT, which may only be released upon the written approval of Agent and all of the Lenders. (c) Notwithstanding the terms of §5.2(a), from and after any date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors hereunder, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute the Guaranty in the form of the original Guaranty and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT to be released from the Guaranty. If at any time during which the Borrower has an Investment Grade Rating the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Guarantor by executing a Guaranty in the form of the original Guaranty and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and comply with the provisions of §5.2 (a) as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt regardless of whether Borrower has obtained an Investment Grade Rating. (d) Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (a) of the definition of Material Subsidiary are not required to be a Subsidiary Guarantor pursuant to §5.2(c), then the Unencumbered Properties owned by such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and considered in the calculation of Unencumbered Asset Value and Unencumbered Property Debt Yield) provided that the representations and warranties described below in this §5.2(d) with respect to such Persons continue to be true and correct in all material respects, and the Borrower and such Persons continue to comply with the provisions and covenants (or such provisions and covenants shall be applicable to such Persons and shall be complied with, as applicable) described below in this §5.2(d), in each case, as and to the same extent as if such Persons were Subsidiary Guarantors: clause (d) of the definition of Change of Control; clause (b) of the definition of Material Adverse Effect; definition of Non-Recourse Indebtedness; definition of Rent Roll; definition of Unencumbered Asset Value; §2.7; §2.10(b); §6.1(b); §6.16; §6.19; §6.20(a), (b), (c), (e) and (f); last sentence of §6.21; §6.23; §6.26; §6.27; §6.28; §6.31; §7.4(l); §7.5(e); last sentence of §7.6(a); §7.6(b); §7.17 (for the purposes of §7.17, each entity that is hereby amended by deleting such a Material Subsidiary pursuant to clause (a) of the definition of Material Subsidiary shall be required to make Distributions the same as other Subsidiaries who are not Subsidiary Guarantors); §7.22; last paragraph of §8.1; §8.2(iii); §8.4(v); §8.6; §8.14; and substituting the following therefor:§27.

Additional Subsidiary Guarantors. The Company will cause any In the event that Borrower shall request that certain Real Estate of a Subsidiary that guarantees or otherwise becomes liable at any timeof Borrower be included as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Value, whether Borrower shall as a guarantorcondition thereto, borrowerin addition to the requirements of §7.22, co-borrower or otherwise, for or cause each such Subsidiary (and any other Subsidiary of Borrower having an interest in respect such Subsidiary of any Indebtedness in respect of any Bank Credit Agreement, Borrower) to enter into the Subsidiary Guaranty execute and deliver to each of the holders of the Notes Agent a Joinder Agreement, and such Subsidiary (substantially concurrently with the incurrence of and any such obligation pursuant to or in respect of such Bank Credit Agreementother Subsidiary) the following items: (a) shall become a joinder agreement in respect of the Subsidiary Guaranty substantially Guarantor hereunder. In addition, in the form event any Subsidiary or the Borrower shall constitute a Material Subsidiary within the meaning of Exhibit A to the Subsidiary Guaranty; clause (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties definition thereof, the Borrower shall cause such Subsidiary, as a condition to the effect of those contained in the Subsidiary Guaranty, such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and the deliver to Agent a Joinder Agreement, and such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly specifically authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents and applicable law, except to be a Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary or other entity. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Each Subsidiary of Borrower that owns Real Estate included as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance Unencumbered Property (and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any each other Subsidiary of the Company who is Borrower having an interest in such Subsidiary of Borrower) shall be organized under the laws of any jurisdiction other than a State and shall have its principal place of business in a State, consistent with the United States requirements of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreement§7. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company will As and to the extent that (i) prior to the Guarantor Release, Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property in connection with the request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in each case, Borrower shall cause any each such Subsidiary and each other Subsidiary that guarantees is a Direct Owner or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, Indirect Owner thereof to enter into the Subsidiary Guaranty execute and deliver to Agent a Joinder Agreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunder and to execute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by the Agent and each of the holders of the Notes (substantially concurrently Lender in order for Agent or such Lender to comply with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations applicable “know your customer” and warranties to the effect of those contained in the Subsidiary Guaranty, Anti-Money Laundering Laws with respect to such Subsidiary Person shall have been received and the Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable Subsidiary Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Bank Credit Agreement if Joinder Agreement, Borrower shall deliver to the Agent such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement organizational agreements, resolutions, consents, opinions and Company, or any of other documents and instruments as the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit AgreementAgent may reasonably require. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor:

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that guarantees which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise becomes liable at any timeguarantee, whether as a guarantor, borrower, co-borrower or otherwise, for or Debt in respect of any Indebtedness in respect of any the Bank Credit AgreementAgreement or which becomes a party to, or otherwise guaranties, any other Debt of the Company, to enter into the Subsidiary Guaranty and deliver to Prudential and each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such the Bank Credit AgreementAgreement or with respect to such other Debt) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary GuarantySections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles. For purposes of this Section 9.7Notwithstanding the foregoing, so long as the Intercreditor Agreement shall be in effect and applicable thereto, any Subsidiary of that becomes a party to the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) Bank Credit Agreement solely to borrow loans in Canadian Dollars thereunder shall not be deemed required to be a Person that is liable in respect enter into the Subsidiary Guaranty and make the foregoing deliveries so long as the outstanding amount of all Debt of such Subsidiary, and any other Subsidiary which is a party to the Bank Credit Agreement if such Foreign as a borrower of loans in Canadian Dollars, does not exceed 105% of the Maximum Canadian Amount (as defined in the Bank Credit Agreement) and any Subsidiary (i) is that becomes a “designated borrower” or an issuer of notes under such party to the Bank Credit Agreement solely to borrow loans in Alternate Currencies (as defined in the Bank Credit Agreement) other than Canadian Dollars thereunder shall not be required to enter into the Subsidiary Guaranty and Company, or any of make the Company’s Subsidiaries organized under foregoing deliveries so long as the laws of the outstanding United States or Dollar equivalent amount of all Debt of such Subsidiary, and any state thereof, other Subsidiary which is a “borrower”, “co-borrower” or an issuer of notes under such party to the Bank Credit Agreement and (ii) is not obligated foras a borrower of loans in such Alternate Currencies, or does not otherwise guaranty, any other Person’s obligations under such exceed 105% of the Maximum Eurocurrency Amount (as defined in the Bank Credit Agreement. (b) The definition of “). If at any time there are loans outstanding under the Bank Credit Agreement” Agreement in Canadian Dollars or Alternate Currencies to Subsidiaries that are not Subsidiary Guarantors and are not excepted under the preceding sentence, an Event of Default shall be and is hereby amended by deleting such definition and substituting exist without any notice or the following therefor:expiration of the 30 day period provided for in Section 11(d).

Additional Subsidiary Guarantors. The Company will cause any (a) In the event that Borrower shall request that certain Real Estate of a Subsidiary that guarantees or otherwise becomes liable at any timeof Borrower be included as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Value, whether Borrower shall as a guarantorcondition thereto, borrowerin addition to the requirements of §7.22, co-borrower or otherwise, for or cause each such Subsidiary (and any other Subsidiary of Borrower having an interest in respect such Subsidiary of any Indebtedness in respect of any Bank Credit Agreement, Borrower) to enter into the Subsidiary Guaranty execute and deliver to each of the holders of the Notes Agent a Joinder Agreement, and such Subsidiary (substantially concurrently with the incurrence of and any such obligation pursuant to or in respect of such Bank Credit Agreementother Subsidiary) the following items: (a) shall become a joinder agreement in respect of the Subsidiary Guaranty substantially Guarantor hereunder. In addition, in the form event any Subsidiary or the Borrower shall constitute a Material Subsidiary within the meaning of Exhibit A to the Subsidiary Guaranty; clause (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties definition thereof, the Borrower shall cause such Subsidiary, as a condition to the effect of those contained in the Subsidiary Guaranty, such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and the deliver to Agent a Joinder Agreement, and such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly specifically authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its termsrespective organizational documents and applicable law, except to be a Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary or other entity. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Each Subsidiary of Borrower that owns Real Estate included as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance Unencumbered Property (and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any each other Subsidiary of the Company who is Borrower having an interest in such Subsidiary of Borrower) shall be organized under the laws of any jurisdiction other than a State and shall have its principal place of business in a State, consistent with the United States requirements of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreement§7.2. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release (or such shorter period as the Agent may accept) together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of “Bank Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT, which may only be released upon the written approval of Agent and all of the Lenders. (c) Notwithstanding the terms of §5.2(a), from and after any date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the Credit Agreement” , and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute the Guaranty in the form of the Guaranty as then in effect (or if the Guaranty is hereby amended not in effect, then as last in effect, with such modifications thereto as may be reasonably required by deleting Agent to describe the obligations to be guaranteed) and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT to be released from the Guaranty. If at any time during which the Borrower has an Investment Grade Rating the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Guarantor by executing a Guaranty in the form of the Guaranty as then in effect (or if the Guaranty is not in effect, then as last in effect, with such modifications thereto as may be reasonably required by Agent to describe the obligations to be guaranteed) and substituting cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the following therefor:form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and comply with the provisions of §5.2 (a) as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt regardless of whether Borrower has obtained an Investment Grade Rating. (d) Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (a) of the definition of Material Subsidiary are not required to be a Subsidiary Guarantor pursuant to §5.2(c), then the Unencumbered Properties owned by such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and considered in the calculation of Unencumbered Asset Value and Unencumbered Property Debt Yield) provided that the representations and warranties in this Agreement with respect to Unencumbered Property Subsidiaries continue to be true and correct in all material respects, and the Borrower and such Unencumbered Property Subsidiaries continue to comply with the provisions and covenants applicable to Unencumbered Property Subsidiaries (or such provisions and covenants shall be applicable to such Persons and shall be complied with, as applicable).

Additional Subsidiary Guarantors. The With respect to any new Material Domestic Subsidiary created or acquired after the Series A Closing Day by the Company will cause or any Subsidiary or with respect to any existing Domestic Subsidiary that guarantees becomes a Material Domestic Subsidiary after the Series A Closing Day by virtue of meeting the qualifications set forth in the definition of Material Subsidiary or otherwise with respect to any Domestic Subsidiary that becomes liable at a guarantor or borrower in respect of the obligations under the Bank Credit Agreement and related documents, promptly, but in any timeevent within fifteen (15) days after such creation, whether as acquisition or qualification or of becoming such a guarantor, guarantor or borrower, co-borrower or otherwise, for (i) cause such (A) to become a party to the Subsidiary Guaranty by executing and delivering to each holder of Notes a joinder in the form attached to the Subsidiary Guaranty as Annex B and (B) to deliver to each holder of Notes the documents described in Annex 2 to such joinder. The holders of the Notes agree that if the Subsidiary Guarantors shall be released from their obligations under or in respect of any Indebtedness the Bank Credit Agreement and so long as no Default or Event of Default then exists, the holders of Notes, upon receipt of a written request of the Company and evidence reasonably satisfactory to the Required Holders of such release in respect of any the Bank Credit Agreement, will simultaneously with the release in connection with the Bank Credit Agreement take such actions and execute such documents which are necessary to enter into terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty and deliver provided, however, that the holders will have no obligation to each release the Subsidiary Guarantors pursuant to this sentence if in connection with the release of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to Subsidiary Guarantors from their obligations under or in respect of such the Bank Credit Agreement) Agreement the following items: (a) a joinder agreement in respect Company or any of the Subsidiary Guaranty substantially in the form of Exhibit A its Subsidiaries pays any consideration to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer lenders under the Bank Credit Agreement in consideration of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of release unless the holders of Notes are paid equivalent consideration for the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable release provided for in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreementsentence. (b) The definition of “Bank Credit Agreement” shall be and is hereby amended by deleting such definition and substituting the following therefor: