Common use of Material Subsidiary Guarantors; Other Subsidiary Guarantors; Value of Unencumbered Properties Clause in Contracts

Material Subsidiary Guarantors; Other Subsidiary Guarantors; Value of Unencumbered Properties. (a) Requirements to Become a Material Subsidiary Guarantor or Other Subsidiary Guarantors. At all times prior to the Investment Grade Rating Date, but subject to the next sentence of this clause (a), no later than 45 days following the last day of the Parent’s fiscal quarter during which any Person becomes a Material Subsidiary after the Agreement Date, or otherwise to the extent necessary to permit the Borrower to remain in compliance with Section 7.12(c), the Borrower shall deliver to the Agent an Accession Agreement executed by such Material Subsidiary and each of the items that would have been delivered under clauses (iv) through (viii) of Section 5.1.(a) with respect to such Material Subsidiary (or Other Subsidiary Guarantor) as if such Material Subsidiary (or Other Subsidiary Guarantor) had been a Material Subsidiary Guarantor (or Other Subsidiary Guarantor) on the Agreement Date. If after the Investment Grade Rating Date and release of Material Subsidiaries and Other Subsidiary Guarantors from the Guaranty pursuant to the following subsection (b), the Borrower does not continue to maintain an Investment Grade Rating, then within 10 Business Days of such occurrence, the Borrower shall cause each Material Subsidiary and each other Subsidiary required in order to permit the Borrower to be in compliance with Section 7.12(c), to deliver to the Agent a new Guaranty in the form of Exhibit I attached hereto or, as applicable, an Accession Agreement executed by each Material Subsidiary and Other Subsidiary Guarantor, if applicable, and each of the items that would have been delivered under clauses (iv) through (viii) of Section 5.1.(a) with respect to each Material Subsidiary (or Other Subsidiary Guarantor) as if each Material Subsidiary (or Other Subsidiary Guarantor) had been a Material Subsidiary Guarantor (or Other Subsidiary Guarantor) on the Agreement Date, and the first sentence of this subsection (a) shall be effective with respect to any Person that becomes a Material Subsidiary thereafter, notwithstanding that the Investment Grade Rating Date had previously occurred.

Material Subsidiary Guarantors; Other Subsidiary Guarantors; Value of Unencumbered Properties. (a) Requirements to Become a Material Subsidiary Guarantor or Other Subsidiary Guarantors. At all times prior to the Investment Grade Rating Date, but subject to the next sentence of this clause (a), and except as set forth at the end of this Section 7.12(a), no later than 45 days following the last day of the Parent’s fiscal quarter during which any Person becomes a Material Subsidiary after the Agreement Date, or otherwise to the extent necessary to permit the Borrower to remain in compliance with Section 7.12(c), the Borrower shall deliver to the Agent an Accession Agreement executed by such Material Subsidiary and each of the items that would have been delivered under clauses (iv) through (viii) of Section 5.1.(a) with respect to such Material Subsidiary (or Other Subsidiary Guarantor) as if such Material Subsidiary (or Other Subsidiary Guarantor) had been a Material Subsidiary Guarantor (or Other Subsidiary Guarantor) on the Agreement DateDate (provided that the Borrower shall only be required to deliver the legal opinions required by Section 5.1.(a)(iv) if so requested by the Agent). If after the Investment Grade Rating Date and release of Material Subsidiaries and Other Subsidiary Guarantors from the Guaranty pursuant to the following subsection (b), the Borrower does not continue to maintain an Investment Grade Rating, then within 10 Business Days of such occurrence, the Borrower shall cause each Material Subsidiary and each other Subsidiary required in order to permit the Borrower to be in compliance with Section 7.12(c), to deliver to the Agent a new Guaranty in the form of Exhibit I attached hereto or, as applicable, an Accession Agreement executed by each Material Subsidiary and Other Subsidiary Guarantor, if applicable, and each of the items that would have been delivered under clauses (iv) through (viii) of Section 5.1.(a) with respect to each Material Subsidiary (or Other Subsidiary Guarantor) as if each Material Subsidiary (or Other Subsidiary Guarantor) had been a Material Subsidiary Guarantor (or Other Subsidiary Guarantor) on the Agreement DateDate (provided that the Borrower shall only be required to deliver the legal opinions required by Section 5.1.(a)(iv) if so requested by the Agent), and the first sentence of this subsection (a) shall be effective with respect to any Person that becomes a Material Subsidiary thereafter, notwithstanding that the Investment Grade Rating Date had previously occurred. Notwithstanding the foregoing and notwithstanding the fact that FP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, LLC (“First Street”) is a Material Subsidiary (but subject to the provisions of Section 7.13.(a) applicable to Subsidiary Obligors), First Street shall not, at any time hereafter, be required to become a Subsidiary Guarantor. For the avoidance of doubt, at all times when First Street is not a Guarantor, no Real Estate Asset owned by First Street shall be considered to be contributing to the Value of Unencumbered Properties or to be an Eligible Unencumbered Property for purposes of calculating compliance with Section 7.12(c) (it being acknowledged that, so long as any such Real Estate Asset otherwise qualifies as an Eligible Unencumbered Property hereunder, it may be treated as an Eligible Unencumbered Property for the other purposes of this Agreement). The Borrower hereby agrees that First Street shall not acquire or hold any Real Estate Asset other than the Real Estate Asset located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇.

Material Subsidiary Guarantors; Other Subsidiary Guarantors; Value of Unencumbered Properties. (a) Requirements to Become a Material Subsidiary Guarantor or Other Subsidiary GuarantorsGuarantor. At all times prior to the Investment Grade Rating Date, but subject to the next sentence of this clause (a), no later than 45 days following the last day of the Parent’s fiscal quarter during which any Person becomes a Material Subsidiary after the Agreement Date, or otherwise to the extent necessary to permit the Borrower to remain in compliance with Section 7.12(c7.12.(c), the Borrower shall deliver to the Agent an Accession Agreement executed by such Material Subsidiary and each of the items that would have been delivered under clauses (iv) through (viii) of Section 5.1.(a) with respect to such Material Subsidiary (or Other Subsidiary Guarantor) as if such Material Subsidiary (or Other Subsidiary Guarantor) had been a Material Subsidiary Guarantor (or Other Subsidiary Guarantor) on the Agreement Date. If after the Investment Grade Rating Date and release of Material Subsidiaries and Other Subsidiary Guarantors from the Guaranty pursuant to the following subsection (b), the Borrower does not continue to maintain an Investment Grade Rating, then within 10 Business Days of such occurrence, the Borrower shall cause each Material Subsidiary and each other Subsidiary required in order to permit the Borrower to be in compliance with Section 7.12(c), to deliver to the Agent a new Guaranty in the form of Exhibit I attached hereto or, as applicable, an Accession Agreement executed by each Material Subsidiary and Other Subsidiary Guarantor, if applicable, and each of the items that would have been delivered under clauses (iv) through (viii) of Section 5.1.(a) with respect to each Material Subsidiary (or Other Subsidiary Guarantor) as if each Material Subsidiary (or Other Subsidiary Guarantor) had been a Material Subsidiary Guarantor (or Other Subsidiary Guarantor) on the Agreement Date, and the first sentence of this subsection (a) shall be effective with respect to any Person that becomes a Material Subsidiary thereafter, notwithstanding that the Investment Grade Rating Date had previously occurred.