Common use of Additional Guaranties Clause in Contracts

Additional Guaranties. If at the end of any Fiscal Quarter of the Sponsor: (a) the total assets of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the total assets of the Consolidated Companies, or (b) the Consolidated Net Income of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the Consolidated Net Income of the Consolidated Companies, then the Sponsor shall (i) notify the Servicer thereof in the certificate delivered pursuant to Section 6.1(c) for such fiscal quarter and (ii) within 15 days thereafter, (A) cause the appropriate number of Subsidiaries to become Guarantors (by execution of an agreement in the form of Annex I to Exhibit B in form and substance satisfactory to the Servicer, (B) cause such Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 as reasonably requested by the Servicer or the Collateral Agent, including without limitation, a supplement to the Pledge Agreement and all certificates CHAR1\1054915v3 evidencing any certificated Equity Interests required to be pledged pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto and favorable 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 clauses (A) and (B) and (C)) and (C) cause such Subsidiary to become a party to the Intercreditor Agreement by executing and delivering to the Servicer a joinder agreement to the Intercreditor Agreement, all in form and substance reasonably satisfactory to the Servicer and the Collateral Agent. (p) Article VI of the Loan Facility Agreement is hereby amended by adding new Sections 6.10A and 6.10B after Section 6.10 thereof which shall read as follows:

Additional Guaranties. If at the end of any Fiscal Quarter of the Sponsor: (a) Where the total assets portion of the undepreciated value of the Realty directly owned by the members of the Consolidated Group ("Consolidated REO") ---------------- represented by the Realty directly owned by one or more Subsidiaries that which are not Guarantors constitute more than hereunder (the "Non-Guarantor Subsidiaries") shall, at any time, -------------------------- exceed (A) five percent (5%) of Consolidated REO in any instance (that is, with respect to the total assets Realty directly owned by any individual Non-Guarantor Subsidiary), or (B) twenty-five percent (25%) of Consolidated REO collectively as a group (that is, with respect to the Consolidated CompaniesRealty directly owned by all Non- Guarantor Subsidiaries) (each such percentage is referred to herein as a "Threshold Requirement"), orthen the Borrower shall promptly notify the --------------------- Administrative Agent thereof, and cause one or more Non-Guarantor Subsidiaries to become a Guarantor hereunder by way of execution of a Joinder Agreement such that immediately after the joinder of such Subsidiaries as Guarantors hereunder, the remaining Non-Guarantor Subsidiaries shall not exceed the applicable Threshold Requirement. (b) the Consolidated Net Income Delivery of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the Consolidated Net Income of the Consolidated Companiesany such Joinder Agreement shall be accompanied by supporting resolutions, then the Sponsor shall (i) notify the Servicer thereof in the certificate delivered pursuant to Section 6.1(c) for such fiscal quarter incumbency certificates, corporation formation and (ii) within 15 days thereafter, (A) cause the appropriate number of Subsidiaries to become Guarantors (by execution of an agreement in the form of Annex I to Exhibit B in form organizational documentation and substance satisfactory to the Servicer, (B) cause such Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 as reasonably requested by the Servicer or the Collateral Agent, including without limitation, a supplement to the Pledge Agreement and all certificates CHAR1\1054915v3 evidencing any certificated Equity Interests required to be pledged pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto and favorable opinions of counsel to such Person (which shall cover, among other things, as the legality, validity, binding effect and enforceability of the documentation referred to in clauses (A) and (B) and (C)) and (C) cause such Subsidiary to become a party to the Intercreditor Agreement by executing and delivering to the Servicer a joinder agreement to the Intercreditor Agreement, all in form and substance Administrative Agent may reasonably satisfactory to the Servicer and the Collateral Agentrequest. (p) Article VI of the Loan Facility Agreement is hereby amended by adding new Sections 6.10A and 6.10B after Section 6.10 thereof which shall read as follows:

Additional Guaranties. If at the end of any Fiscal Quarter of the Sponsor: (a) The Borrower and/or the total assets Trust shall cause each Subsidiary (other than any Subsidiary Guarantor) that is (i) at any time and from time to time required to enter into a guaranty of Subsidiaries that are not Guarantors constitute more than five percent (5%the obligations under the Unsecured Revolver Agreement or a joinder agreement in respect of an existing guaranty of such obligations pursuant to the terms of §8.21(a) of the total assets of the Consolidated CompaniesUnsecured Revolver Agreement, or (b) the Consolidated Net Income of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the Consolidated Net Income of the Consolidated Companies, then the Sponsor shall (i) notify the Servicer thereof in the certificate delivered pursuant to Section 6.1(c) for such fiscal quarter and or (ii) within 15 days thereafteran Unsecured Revolver Borrower that, at any time and from time to time, becomes, directly or indirectly, an obligor, borrower or guarantor in respect of any Indebtedness that is not secured by a Lien evidenced by a mortgage, deed of trust, assignment of partnership interests or other security interest or otherwise (A) cause other than Indebtedness pursuant to the appropriate number Unsecured Revolver Agreement or 2011 Term Loan Agreement), to enter into an Additional Subsidiary Guaranty Joinder Agreement in respect of Subsidiaries to become Guarantors (by execution of an agreement the Additional Subsidiary Guaranty in the form attached hereto as Exhibit F, at the same time that such Subsidiary becomes a guarantor under the Unsecured Revolver Guaranty or on or before the date such Unsecured Revolver Borrower becomes an obligor, borrower or guarantor in respect of Annex I such Indebtedness, as the case may be, and concurrently therewith (or at such later date as the Agent may approve, in its sole discretion), the Borrower and/or the Trust shall cause the applicable Subsidiary to Exhibit B deliver (x) an executed original counterpart of Additional Subsidiary Guaranty Joinder Agreement, (y) the items identified in §§12.2, 12.3, 12.4, 12.5 (with respect to §12.5, if requested by the Agent, in its sole discretion, and, unless otherwise requested by the Agent, such opinion may be an opinion of in-house counsel) and 12.7 (with respect to §12.7, except that government certifications may be in short form, unless otherwise requested by the Agent) of this Agreement with respect to such Subsidiary, and (z) any other items, documents, certificates, instruments or agreements reasonably requested by the Agent, in each case in form and substance satisfactory to the ServicerAgent. (b) At any time and from time to time, but only for so long as no Default or Event of Default shall then exist, the Borrower may provide the Agent with a written notice (Beach, an “Unsecured Revolver Subsidiary Guarantor Release Notice”), that the Borrower would like an Unsecured Revolver Subsidiary Guarantor to be released from the Additional Subsidiary Guaranty to which it is a party, and such Unsecured Revolver Subsidiary Guarantor shall be released from such Additional Subsidiary Guaranty provided that (i) cause prior to or simultaneously with such release, such Unsecured Revolver Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 Guarantor has been released as reasonably requested by the Servicer or the Collateral Agentan obligor, including without limitation, a supplement to the Pledge Agreement borrower and guarantor in respect of any and all certificates CHAR1\1054915v3 evidencing any certificated Equity Interests required to be pledged Indebtedness that is not secured by a Lien evidenced by a mortgage, deed of trust, assignment of partnership interests or other security interest or otherwise (other than Indebtedness pursuant to the Pledge Unsecured Revolver Agreement or 2011 Term Loan Agreement), together with duly executed in blank and undated stock powers attached thereto and favorable 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 clauses (A) and (Bii) and (C)) and (C) cause such the Unsecured Revolver Subsidiary to become Guarantor Release Notice is accompanied by a party to the Intercreditor Agreement by executing and delivering to the Servicer certificate as of a joinder agreement to the Intercreditor Agreementrecent date, all in form and substance reasonably satisfactory to the Servicer and the Collateral Agent. (p) Article VI , executed by a duly authorized officer of the Loan Facility Agreement is hereby amended by adding new Sections 6.10A Trust, in its capacity as general partner of FPLP, certifying as to (A) the satisfaction of the conditions in the immediately preceding clause (i) and 6.10B including such other information in reasonable detail as the Agent may reasonably require to evidence such satisfaction and (B) no Default or Event of Default either before or after Section 6.10 thereof which shall read as follows:giving effect to the requested release.

Additional Guaranties. If at Not later than each date (a "Delivery Date") upon which the end of any Fiscal Quarter officer's certificate described in SECTION 7.17(F) is required to be delivered by the Borrower, cause to be delivered to the Agent for the benefit of the Sponsor: (a) the total assets of Subsidiaries that are not Guarantors constitute more than five percent (5%) Lenders each of the total assets following documents in respect of each domestic wholly-owned Subsidiary of the Consolidated CompaniesBorrower created or acquired after the Closing Date, oras to whom such documents have not been delivered on a prior Delivery Date (a "New Guarantor"): (b) the Consolidated Net Income of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the Consolidated Net Income of the Consolidated Companies, then the Sponsor shall (i) notify the Servicer thereof a Guaranty Agreement duly executed by such New Guarantor substantially in the certificate delivered pursuant to Section 6.1(c) for such fiscal quarter and form attached hereto as EXHIBIT H; (ii) within 15 days thereafter, (A) cause the appropriate number of Subsidiaries to become Guarantors (by execution of an agreement in the form of Annex I to Exhibit B in form and substance satisfactory to the Servicer, (B) cause such Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 as reasonably requested by the Servicer or the Collateral Agent, including without limitation, a supplement to the Pledge Agreement and all certificates CHAR1\1054915v3 evidencing any certificated Equity Interests required to be pledged pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto and favorable opinions opinion of counsel to such Person the New Guarantor (which shall cover, among other things, opinion may be rendered by in-house counsel to the legality, validity, binding effect and enforceability Borrower unless the Agent requests as to any particular New Guarantor that outside counsel be engaged to furnish the opinion) dated as of the documentation referred to date of delivery of the Guaranty Agreement provided in clauses the foregoing clause (Ai) and (B) and (C)) and (C) cause such Subsidiary to become a party addressed to the Intercreditor Agreement by executing Agent and delivering to the Servicer a joinder agreement to the Intercreditor AgreementLenders, all in form and substance reasonably acceptable to the Agent, which opinion shall include the opinions with respect to the New Guarantor and its Guaranty Agreement as are provided on the Closing Date with respect to Guarantors and Guaranty Agreements on such date pursuant to SECTION 5.01(H) hereof, and may include assumptions and qualifications of similar effect to those contained in the opinions of counsel to the Guarantors delivered pursuant to SECTION 5.01(H) hereof); and (iii) current copies of the charter documents, including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such New Guarantor, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable laws, of the shareholders or partners) of such New Guarantor authorizing the actions and the execution and delivery of documents described in clause (i) of this SECTION 7.19 and evidence satisfactory to the Servicer and the Collateral Agent. Agent (p) Article VI confirmation of the Loan Facility Agreement receipt of which will be provided by the Agent to the Lenders) that such New Guarantor is hereby amended by adding new Sections 6.10A solvent as of such date and 6.10B after Section 6.10 thereof which shall read as follows:giving effect to the Guaranty.

Additional Guaranties. If at the end of any Fiscal Quarter of the Sponsor: (a) Whenever the total assets Company or any of its Subsidiaries acquires any Subsidiary that are is not Guarantors constitute more than five percent (5%) of a Foreign Subsidiary or a Non-Wholly Owned Subsidiary, the total assets of the Consolidated Companies, or (b) the Consolidated Net Income of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the Consolidated Net Income of the Consolidated Companies, then the Sponsor Company shall (i) notify the Servicer thereof in the certificate delivered pursuant to Section 6.1(c) for such fiscal quarter and (ii) within 15 days thereafter, (A) cause the appropriate number of Subsidiaries to become Guarantors (by execution of an agreement in the form of Annex I to Exhibit B in form and substance satisfactory to the Servicer, (B) cause such Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 as reasonably requested by the Servicer or the Collateral to each Agent, including without limitation, a supplement to with sufficient counterparts for each Bank within (i) 30 days after any such Subsidiary incorporated under the Pledge Agreement and all certificates CHAR1\1054915v3 evidencing laws of any certificated Equity Interests required to be pledged pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to United States or any of its territories is acquired which owns assets constituting at least 5% of Consolidated Tangible Assets or EBITDA at such time or (ii) 45 days after the end of the fiscal quarter in clauses which any other Subsidiary incorporated under the laws of any of the United States or any of its territories becomes a Subsidiary or (iii) immediately upon request of the Agent (A) and (B) and (C)) and (C) cause such Subsidiary to become a party to the Intercreditor Agreement by executing and delivering to the Servicer a joinder guaranty agreement to the Intercreditor Agreement, all in form and substance reasonably satisfactory to such Agent (an "ADDITIONAL GUARANTY") and (B) a certificate of an officer and of the Servicer secretary or an assistant secretary of such Subsidiary certifying a true and correct copy of each of the articles or certificate of incorporation, as amended and in effect of such Subsidiary, the bylaws, as amended and in effect of such Subsidiary and the Collateral Agentresolutions adopted by the Board of Directors of such Subsidiary (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Additional Guaranty. The Company shall, at the same time, deliver the stock pledges described in and required by SECTION 4.01(D)(I). (pb) Article VI Subject to the provisions of SECTION 7.02 hereof, the Agent and each Bank agree that in the case of: (i) a sale, transfer or other disposition (whether in a single transaction or a series of related transactions and whether by merger, consolidation, amalgamation or otherwise) permitted by this Agreement of all of the Loan Facility issued and outstanding capital stock of any Subsidiary of the Company to any Person that is not, at the time of such sale, transfer or other disposition, the Company or a Subsidiary or Affiliate of the Company; or (ii) the dissolution of any Subsidiary of the Company permitted by this Agreement is hereby amended by adding new Sections 6.10A and 6.10B after Section 6.10 thereof which shall read as followsand, in either event, following written notice from the Company to the Agent of such sale or dissolution, without further action upon an event described in clause (i) or (ii) above:

Additional Guaranties. If at the end of any Fiscal Quarter of the Sponsor: (a) Notify the total assets Agent promptly upon creation or acquisition by the Company or any of its Subsidiaries of any additional Subsidiary of the Company after the date hereof, and in connection therewith, furnish the Agent with the Organizational Documents of such newly acquired or created Subsidiary and sufficient information to disclose to the Agent in reasonable detail the ownership structure and capitalization of such Subsidiary, and if thereafter requested in writing by the Agent or the Majority Banks, promptly cause such newly created or acquired Subsidiary of the Company to execute and deliver to the Agent for the benefit of the Banks a Joinder Agreement, together with such related certificates, opinions, and documents as the Agent or any Bank may reasonably require; provided, however, that are any foreign Subsidiary shall not Guarantors constitute more be required to become a Guarantor hereunder (if requested by the Agent or the Majority Banks) if the Agent receives for the benefit of the Banks a first priority pledge of no less than sixty-five percent (565%) of the total assets all issued and outstanding indicia of the Consolidated Companies, orequity rights (including capital stock) in such foreign Subsidiary. (b) the Consolidated Net Income of Subsidiaries that are not Guarantors constitute more than five percent (5%) Cause each of the Consolidated Net Income of Additional Guarantors, on or before October 29, 2004, to execute and deliver to the Consolidated Companies, then the Sponsor shall Agent (i) notify a Joinder Agreement for the Servicer thereof in benefit of the certificate delivered pursuant to Section 6.1(c) for such fiscal quarter and Banks, (ii) within 15 days thereaftercopies of the Organizational Documents of each Additional Guarantor, and (Aiii) cause such related certificates, opinions, and documents as the appropriate number of Subsidiaries to become Guarantors (by execution of an agreement in the form of Annex I to Exhibit B in form and substance satisfactory to the Servicer, (B) cause such Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 as Agent may reasonably requested by the Servicer or the Collateral Agentrequire, including without limitation, (1) certificates from the appropriate public officials of the state of organization of such Additional Guarantor and of those jurisdictions where the nature of such Additional Guarantor’s business makes it necessary or desirable to be qualified to do business as a supplement foreign entity, as to the Pledge Agreement existence, good standing and all certificates CHAR1\1054915v3 evidencing any certificated Equity Interests required to qualification as a foreign entity (as may be pledged pursuant appropriate) of such Additional Guarantor in such jurisdictions, and (2) a legal opinion from independent counsel for the Additional Guarantors, acceptable to the Pledge Agreement, together with duly executed Agent in blank and undated stock powers attached thereto and favorable 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 clauses (A) and (B) and (C)) and (C) cause such Subsidiary to become a party to the Intercreditor Agreement by executing and delivering to the Servicer a joinder agreement to the Intercreditor Agreement, all in form and substance reasonably satisfactory to the Servicer and the Collateral Agentits reasonable discretion. (p) Article VI of the Loan Facility Agreement is hereby amended by adding new Sections 6.10A and 6.10B after Section 6.10 thereof which shall read as follows:

Additional Guaranties. If at BOP may designate as guarantors of the end Obligations one or more limited partners of BOP (“Additional Guarantors”); provided that the Administrative Agent and each Lender shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in respect of any Fiscal Quarter such proposed Guarantor. The guarantees executed by the Guarantors pursuant to this Section 11.23 (“Additional Guarantees”) shall not exceed $75,000,000 in the aggregate. The Additional Guarantees shall be guarantees of collection and not guarantees of payment, shall otherwise be reasonably acceptable to the SponsorAdministrative Agent, and shall be acknowledged by the Administrative Agent, effective upon their execution by the Additional Guarantors. To evidence the Lenders’ acceptance thereof, the Lenders hereby authorize the Administrative Agent to accept such Additional Guarantees on their behalf in accordance with this Section 11.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions Solely to the extent any Lender or Issuing Lender that is an EEA Financial Institution is a party to this Credit Agreement and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the total assets application of Subsidiaries any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Lender that are not Guarantors constitute more than five percent (5%) of the total assets of the Consolidated Companies, oris an EEA Financial Institution; and (b) the Consolidated Net Income effects of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the Consolidated Net Income of the Consolidated Companiesany Bail-In Action on any such liability, then the Sponsor shall including, if applicable: (i) notify the Servicer thereof a reduction in the certificate delivered pursuant to Section 6.1(c) for full or in part or cancellation of any such fiscal quarter and liability; (ii) within 15 days thereaftera conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Credit Agreement or any other Credit Document; or DB1/ 97661265.5 (Aiii) cause the appropriate number of Subsidiaries to become Guarantors (by execution of an agreement in the form of Annex I to Exhibit B in form and substance satisfactory to the Servicer, (B) cause such Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 as reasonably requested by the Servicer or the Collateral Agent, including without limitation, a supplement to the Pledge Agreement and all certificates CHAR1\1054915v3 evidencing any certificated Equity Interests required to be pledged pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability variation of the documentation referred to terms of such liability in clauses (A) and (B) and (C)) and (C) cause such Subsidiary to become a party to connection with the Intercreditor Agreement by executing and delivering to the Servicer a joinder agreement to the Intercreditor Agreement, all in form and substance reasonably satisfactory to the Servicer and the Collateral Agent. (p) Article VI exercise of the Loan Facility Agreement is hereby amended by adding new Sections 6.10A write-down and 6.10B after Section 6.10 thereof which shall read as follows:conversion powers of any EEA Resolution Authority. Transitional Arrangements

Additional Guaranties. If at the end of any Fiscal Quarter of the SponsorBorrower: (a) the total assets of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the total assets of the Consolidated Companies, or (b) the Consolidated Net Income of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the Consolidated Net Income of the Consolidated Companies, then the Sponsor Borrower shall (i) notify the Servicer Administrative Agent thereof in the certificate delivered pursuant to Section 6.1(c5.1(c) for such fiscal quarter and (ii) within 15 days thereafter, (A) cause the appropriate number of Subsidiaries to become Guarantors (by execution of an agreement in the form of Annex I to Exhibit B D in form and substance satisfactory to the ServicerAdministrative Agent, (B) cause such Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 3.1 as reasonably requested by the Servicer Administrative Agent or the Collateral Agent, including without limitation, a supplement to the Pledge Agreement and all certificates CHAR1\1054915v3 evidencing any certificated Equity Interests required to be pledged pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto and favorable 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 clauses (A) and (B) and (C)) and (C) cause such Subsidiary to become a party to the Intercreditor Agreement by executing and delivering to the Servicer Administrative Agent a joinder agreement to the Intercreditor Agreement, all in form and substance reasonably satisfactory to the Servicer Administrative Agent and the Collateral Agent. (p) Article VI V of the Loan Facility Credit Agreement is hereby amended by adding new Sections 6.10A sections 5.12 and 6.10B after Section 6.10 5.13 at the end thereof which shall read as follows: