Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closing.

Subsidiary Guarantors. The Parent REIT and the Company will cause Cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Administrative Agent providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all Obligations, including, without limitation, all principal, interest, indemnities, fees and expenses payable by the Borrower hereunder or thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Borrower of each and every covenant, agreement, undertaking and provision required pursuant to this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b) deliver the following to the Administrative Agent for the benefit of the Administrative Agent and each Purchaser and holder of a Notethe Lenders: (i) an executed counterpart of such joinder Subsidiary Guaranty or, if a Subsidiary Guaranty is already existing after the Closing Date, a Subsidiary Guaranty Joinder to the such existing Subsidiary Guaranty, and an executed counterpart to this Agreement; (ii) a certificate signed by an authorized responsible officer a Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the CompanyBorrower) (except the representations and warranties set forth in the form of Exhibit B to the Subsidiary GuarantySections 6.5 [Financial Statements; No Material Adverse Change] and 6.17 [Taxpayer Identification Number]); (iii) all documents as may be reasonably requested by the Required Holders Administrative Agent to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect reasonably satisfactory to the Administrative Agent covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Administrative Agent may reasonably request. If, at any time, (A) pursuant to the terms and conditions of opinion delivered at the Closing each Material Credit Facility, any Subsidiary that has provided a Subsidiary Guaranty is discharged and released from its Guarantee or borrower obligations, or both, as applicable, with respect to Indebtedness under each Material Credit Facility, (B) such Subsidiary is not a borrower under or otherwise liable for or in respect of any Indebtedness under any Material Credit Facility and (C) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that (x) the conditions specified in clauses (A) and (B) above have been satisfied, (y) immediately preceding the release of such Subsidiary from the Subsidiary Guaranty and after giving effect thereto, no Potential Default or Event of Default exists or would result therefrom, and (z) no amount is then due and payable under the Subsidiary Guarantors that existed as Guaranty, then, upon receipt by the Administrative Agent of such certificate, such Subsidiary will be discharged and released, automatically and without the Closingneed for any further action, from its obligations under the Subsidiary Guaranty and this Agreement.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (a) enter into therewith execute and deliver a joinder to the Subsidiary Guaranty this Agreement as a Guarantor in the form of Schedule 9.7 hereto (each an “Additional Guarantor Supplement”) or such other agreement in form and substance appended satisfactory to the Subsidiary Guaranty as Exhibit A thereto executed at Required Holders providing for the Closingguaranty by such Subsidiary, on a guarantor Joinder joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement (as defined in the Intercreditor Agreement) (if applicable)to be performed, and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); andobserved or discharged by it. (b) To the extent reasonably requested by the Required Holders no later than 30 days following the delivery of any Additional Guarantor Supplement pursuant to subparagraph (a) above, the Company will cause the Subsidiary that is the subject of such Additional Guarantor Supplement to deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, effect as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 Section 5 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary GuarantyAgreement; (iiiii) all documents as may be reasonably requested by the Required Holders to evidence evidencing the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty the Additional Guarantor Supplement and the performance by such Subsidiary of its obligations thereunderunder this Agreement; and (iviii) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary, the Additional Guarantor Supplement and this Agreement as the Required Holders may reasonably request. (c) During any period when the Company has an Investment Grade Credit Rating, at the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under this Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such joinder Subsidiary Guarantor is a guarantor or is otherwise liable for or in substantially respect of any Indebtedness under any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under this Agreement) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under this Agreement, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of opinion delivered at consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the Closing with respect holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying that the Company has an Investment Grade Credit Rating and as to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingmatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at not permit any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect Subsidiary to enter into any Guarantee of any Indebtedness of the Company under any Primary Credit Group Debt Facility (a “Group Debt Facility Guarantee”) unless such Subsidiary simultaneously executes and delivers a Guarantee of the Notes (a “Subsidiary Guarantee”) on terms substantially similar to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty such Group Debt Facility Guarantee, except as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicablemay be otherwise required by Section 9.6(b), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and. (b) deliver the following to each Purchaser Notwithstanding any other provision of this Agreement, any Subsidiary Guarantee shall provide by its terms that such Subsidiary Guarantee shall be unconditionally released and holder of a Note: discharged upon (i) an executed counterpart any sale, exchange or transfer of all of the common equity or equivalent ownership interest held by the Company or any Subsidiary in, or all or substantially all the assets of, the obligor on such Subsidiary Guarantee (the “Subsidiary Guarantor”), or any other sale or disposition (by merger or otherwise) of such joinder to the Subsidiary Guaranty; Guarantor or any interest therein following which such Person is no longer a Subsidiary, which is in compliance with this Agreement, (ii) the release by the holders of the Group Debt Facility Indebtedness of the Company of their Group Debt Facility Guarantee by such Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Group Debt Facility Indebtedness), which release occurs at a certificate signed time when (A) no other Group Debt Facility Indebtedness of the Company remains guaranteed by an authorized responsible officer such Subsidiary Guarantor, or (B) the holders of all such other Group Debt Facility Indebtedness which would otherwise remain guaranteed by such Subsidiary Guarantor also release their Group Debt Facility Guarantee by such Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Group Debt Facility Indebtedness), (iii) merger or consolidation of such Subsidiary containing representations Guarantor with and warranties on behalf into the Company or another Subsidiary Guarantor or (iv) payment in full of the aggregate principal amount of the Notes then outstanding, any interest then accrued thereon and unpaid and any Make Whole-Amount, if applicable; provided that, in each case specified in the foregoing clauses (i) through (iv), (1) after giving effect to such release and discharge no Default or Event of Default shall have occurred and be continuing, (2) no amount is then due and payable under the Subsidiary Guarantee by such Subsidiary Guarantor, (3) such Subsidiary Guarantor is not at the time a guarantor under any other Group Debt Facility Guarantee that is not also concurrently being released and discharged and (4) the Company shall have given notice accompanied by a certificate of a Senior Financial Officer to certify compliance with the foregoing requirements. Upon any such occurrence specified in this Section 9.6(b), and upon receipt of the certificate described in clause (4) of the preceding proviso the holders shall, at the Company’s expense, execute any documents reasonably required by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. (c) Neither the Company nor any such Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any such Subsidiary Guarantee or any such release, termination or discharge. (d) The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to the same effect, mutatis mutandismaximum amount, as those contained in Sections 5.1will, 5.2, 5.6, 5.7, 5.16 after giving effect to all other contingent and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing fixed liabilities of such Subsidiary and Guarantor, result in the due authorization by all requisite action on the part obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingdebtors.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary the Material Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty an agreement (substantially in the form of Schedule 1(d) attached hereto) providing for the guaranty by such Subsidiary, on a joint and substance appended several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b) deliver the following to each Purchaser and of holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, effect as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 Section 1 of this Agreement (but with respect to such Subsidiary and such the Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guarantyattached hereto as Schedule 1(d); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder Subsidiary Guaranty as the Required Holders may reasonably request. (c) Subject to the requirements of Section 9.7(a), in substantially the form of opinion delivered event that a Subsidiary Guarantor is no longer a borrower, co-obligor or guarantor or jointly liable under the Material Credit Facility, at the Closing with respect election of the Company and by written notice to the each holder of Notes, any such Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guarantors Guaranty, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements and (iv) to the extent that existed as any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the Closingoutstanding Notes compared to the magnitude of such Material Credit Facility) is paid ratably to the holders of the Notes based on the outstanding principal amount thereof.

Subsidiary Guarantors. The Parent REIT and If any Subsidiary of the Company will shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as assets concurrently to become a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary Guaranty in shall unconditionally guarantee (a "Subsidiary Guarantee") all of the form Company's obligations under the Securities and substance appended this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the Subsidiary Guaranty same extent as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; referred to above in (1) guaranteed such other Debt Securities and (ii) a certificate signed cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by an authorized responsible officer each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary containing representations and warranties on behalf Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect hold such offices prior to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of the supplemental indenture or did not hold such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered offices at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as date of the Closingsuch supplemental indenture.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty Guaranty, in substantially the form and substance appended attached to the Subsidiary Guaranty or otherwise reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other Subsidiary Guarantors, of (x) the prompt payment in full when due of all amounts payable by the Company and the Parent pursuant to the Notes (whether for principal, interest, Make‑Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company and the Parent thereunder subject to such limitations as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined may be provided in the Intercreditor AgreementSubsidiary Guaranty and (y) the prompt, full and faithful performance, observance and discharge by the Company and the Parent of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty Joinder”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary GuarantyGuaranty Joinder; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.7 and 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty Joinder rather than the Company) in Company and the form of Exhibit B to the Subsidiary GuarantyParent); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Joinder and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty Joinder as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to each Purchaser and holder of Notes, any Subsidiary Guarantor that was a party to the Subsidiary Guaranty at Closing or has provided a Subsidiary Guaranty Joinder under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guarantors Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that existed as (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under any Note Document by such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.9, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees any Subsidiary which becomes obligated for, or otherwise becomes liable at any timeguarantees, whether as a borrower or an additional or co-borrower or otherwise, for or Indebtedness in respect of the Bank Credit Agreements, to deliver to each of the holders of the Notes (concurrently with the incurrence of any Indebtedness under any Primary Credit Facility to concurrently therewith: (asuch obligation) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteitems: (i) an a duly executed counterpart of such joinder guaranty agreement (the “Subsidiary Guaranty”) in scope, form and substance reasonably satisfactory to the Subsidiary GuarantyRequired Holders; (ii) a certificate signed an amendment to this Agreement, duly executed by an authorized responsible officer of such Subsidiary containing representations the Company, that is satisfactory in scope, form and warranties on behalf of such Subsidiary substance to the same effectRequired Holders, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 incorporating customary events of default for the Subsidiary Guarantors and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested a certificate signed by an authorized Responsible Officer of the Required Holders Company making representations and warranties to evidence the due organizationeffect of those contained in Sections 5.2, continuing existence 5.4(c) and good standing of (d), 5.6 and 5.7, with respect to such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderGuaranty, as applicable; and (iv) an opinion of counsel with respect (who may be in-house counsel for the Company) addressed to such Subsidiary and such joinder in substantially each of the form holders of opinion delivered at the Closing with respect 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 Guarantors that existed Guaranty constitutes the legal, valid and binding contract and agreement of such Person 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. (b) The holders of the ClosingNotes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of 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 the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreements 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 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 given to any holder of Indebtedness of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter Each Subsidiary Guarantor may not consolidate, amalgamate or merge with or into a joinder to or wind up into (whether or not the applicable Subsidiary Guaranty in Guarantor is the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicablesurviving entity), and a Grantor Joinder Agreement or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Subsidiary (as defined in other than the Intercreditor AgreementIssuer) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteunless: (i) an executed counterpart the applicable Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such joinder to Subsidiary Guarantor or under the laws of a Permitted Jurisdiction (such Subsidiary GuarantyGuarantor or such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”); (ii) a certificate signed by an authorized responsible officer the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary containing representations Guarantor under the Securities and warranties on behalf of such Subsidiary this Indenture pursuant to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guarantya supplemental indenture; (iii) all documents as may immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be reasonably requested continuing; (iv) the Successor Subsidiary Guarantor, if other than the applicable Subsidiary Guarantor, shall have delivered, or cause to be delivered, to the Trustee an Opinion of Counsel stating that the Guarantee to be provided by such Successor Subsidiary Guarantor has been duly authorized, executed and delivered by such Successor Subsidiary Guarantor and constitutes the Required Holders to evidence the due organizationlegal, continuing existence valid and good standing enforceable obligation of such Successor Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderGuarantor; and (ivv) the Successor Subsidiary Guarantor shall have delivered, or cause to be delivered, to the Trustee an opinion Officers’ Certificate and an Opinion of counsel Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with respect to this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) any Subsidiary may consolidate or amalgamate with or merge with or into a Subsidiary Guarantor; (B) any Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of such Subsidiary Guarantor solely for the purpose of reincorporating such Subsidiary Guarantor in a Permitted Jurisdiction; and (C) any Subsidiary Guarantor may be converted into, or reorganized or reconstituted in a Permitted Jurisdiction. (b) The Successor Subsidiary Guarantor (if other than the applicable Subsidiary Guarantor) will succeed to, and be substituted for, the applicable Subsidiary Guarantor under this Indenture and such joinder Subsidiary Guarantor’s Guarantee and in substantially such event the form of opinion delivered at the Closing with respect to the applicable Subsidiary Guaranty Guarantor will automatically be released and discharged from its obligation under this Indenture and such Subsidiary Guarantors that existed as of the ClosingGuarantor’s Guarantee.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees Guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (a1) enter into a joinder to the Subsidiary Guaranty guaranty agreement substantially in the form and substance appended to the of Exhibit SG hereto (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b2) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) to the extent required by or otherwise delivered pursuant to any Material Credit Facility, a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.7 and 5.18 of this Agreement 5.19 (but with respect to such Subsidiary and such Subsidiary Guaranty Guaranty, rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iii) all to the extent required by or otherwise delivered pursuant to any Material Credit Facility, documents as may be reasonably requested by the Required Holders to evidence evidencing the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required by or otherwise delivered pursuant to any Material Credit Facility, an opinion of counsel with respect to covering the authorization, execution, delivery and/or enforceability of the Subsidiary Guaranty. (b) The holders of Notes will discharge and release any Subsidiary Guarantor from its Subsidiary Guaranty upon the written request of the Company; provided that (1) such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such joinder Subsidiary Guarantor under its Subsidiary Guaranty) as a guarantor or additional or co-borrower under and in substantially respect of Indebtedness under each Material Credit Facility and the form Company so certifies to the holders of opinion delivered Notes in a certificate of one of its Responsible Officers, (2) at the Closing with respect time of such release and discharge, the Company shall have delivered a certificate of one of its Responsible Officers to the holders of Notes stating that no Default or Event of Default has occurred and is continuing or will result from such release and discharge, (3) such Subsidiary Guarantor shall have no obligations then due and payable under its Subsidiary Guaranty and (4) if any fee or other form of consideration is given to any party to a Material Credit Facility for the purpose of its release of such Subsidiary Guarantors that existed as Guarantor thereunder, the holders of the ClosingNotes shall receive equivalent consideration.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder The Issuer may, and may cause the Parent to, at its election (but subject to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableSection 9.8(c)), and at any time or from time to time, cause any Subsidiary which is not then a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (Subsidiary Guarantor to become a Subsidiary Guarantor if applicable); and (b) deliver the following to each Purchaser and holder of a Noteconditions are satisfied: (i) each holder of a Note shall have received an executed counterpart of such Subsidiary Guaranty or joinder to the an existing Subsidiary GuarantyGuaranty from such Subsidiary Guarantor; (ii) to the extent required by or otherwise delivered pursuant to a certificate signed by Principal Credit Facility, each holder of a Note shall have received an authorized responsible officer opinion or opinions of counsel in all applicable jurisdictions to the combined effect that such Subsidiary Guaranty of such Subsidiary Guarantor has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitutes a legal, valid and binding obligation enforceable against such Subsidiary Guarantor in accordance with its terms, all as subject to any exceptions and assumptions of the type set forth in the opinions referenced in Section 4.4 and as are reasonable under the circumstances; (iii) to the extent required by or otherwise delivered pursuant to a Principal Credit Facility, each holder of a Note shall have received a certificate of the Secretary (or other appropriate officer or person) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers and containing representations and warranties on behalf of such Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.19, 5.21 and 5.18 5.22 of this Agreement (but with respect to such Subsidiary Guarantor and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary GuarantyIssuer); (iiiiv) all documents as may to the extent fees and expenses are required to be reasonably requested by the Required Holders paid pursuant to evidence the due organization, continuing existence and good standing of a Principal Credit Facility in connection with such Subsidiary becoming obligated on any Indebtedness under or with respect to such Principal Credit Facility, all reasonable fees and expenses of the due authorization by holders of the Notes, including, without limitation, the reasonable fees of not more than one special counsel representing all requisite action on of the part holders of such Subsidiary of the Notes in all applicable jurisdictions, incurred in connection with the execution and delivery of the Subsidiary Guaranty shall be paid or payable by the Issuer; and (v) to the extent required by or otherwise delivered pursuant to a Principal Credit Facility, each holder of a Note shall have received a certificate of a Senior Financial Officer of the Issuer that at such time and immediately after giving effect to such Subsidiary Guaranty no Default or Event of Default shall have occurred and be continuing. (b) Subject to Section 9.8(c), at the election of the Issuer and by written notice to each holder of Notes, any Subsidiary Guarantor, including any Initial Subsidiary Guarantor, may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person; provided, in each case, that (i) after giving effect to such release and discharge no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty and (iii) within ten Business Days after such occurrence, each holder of Notes shall have received a certificate of a Senior Financial Officer of the performance by Issuer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements; provided further that, in the event that at any time after a Subsidiary Guarantor has been released from its Subsidiary Guaranty pursuant to this Section 9.8 and such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel thereafter becomes obligated on any Indebtedness under or with respect to any Principal Credit Facility, its Subsidiary Guaranty shall be automatically reinstated and the Issuer shall, within ten Business Days after such occurrence (or such later date as agreed by the Required Holders), cause such Subsidiary so required to become a Subsidiary Guarantor to execute and such joinder deliver the documents required in substantially Section 9.8(a); provided further, however, that in the form of opinion delivered event that at the Closing any time, a Pool Owner that is not otherwise obligated on any Indebtedness under or with respect to any Principal Credit Facility (and is not therefore otherwise required to become a Subsidiary Guarantor pursuant to this Section 9.8) becomes obligated on any Indebtedness (other than ordinary course operating Indebtedness of such Pool Owner that is otherwise permitted under the terms of clause (d), (f), (g), (h) or (i) of Section 10.7), the Issuer shall, within ten Business Days after such occurrence (or such later date as agreed by the Required Holders), cause such Pool Owner to become a Subsidiary Guaranty Guarantor and to execute and deliver the documents required in Section 9.8(a). (c) The Issuer agrees that so long as any Subsidiary Guarantors that existed as is a guarantor or borrower under or with respect to any Principal Credit Facility, such Subsidiary shall at all such times be a Subsidiary Guarantor in accordance with the provisions of Section 9.8(a); provided that, for the Closingavoidance of doubt, no Subsidiary shall be deemed to be a guarantor or borrower under or with respect to any Principal Credit Facility if such Subsidiary is released from its obligations thereunder simultaneously with the release from its Subsidiary Guaranty.

Subsidiary Guarantors. The Parent REIT and (i) All present Subsidiaries of the Company and their Subsidiaries (other than the Excluded Subsidiaries), and (ii) all future Subsidiaries of the Company and their Subsidiaries (other than Excluded Subsidiaries), which are not prohibited from becoming guarantors by law or by the terms of any Acquired Indebtedness or any agreement (other than an agreement entered into in connection with the transaction resulting in such person becoming a Subsidiary of the Company or its Subsidiaries) to which such Subsidiary is a party ("Future Subsidiary Guarantors"), jointly and severally, will cause each guaranty irrevocably and unconditionally all principal, premium, if any, and interest on the Securities on a senior subordinated basis; PROVIDED, HOWEVER, that upon any change in the law, Acquired Indebtedness or any agreement (whether by expiration, termination or otherwise) which no longer prohibits a Subsidiary of the Company from becoming a Subsidiary Guarantor, such Subsidiary shall immediately thereafter become a Subsidiary Guarantor; PROVIDED, FURTHER, in the event that any Subsidiary of the Company or their Subsidiaries becomes a guarantor of any other Indebtedness of the Company or any of its Subsidiaries that guarantees or otherwise becomes liable at any timeof their Subsidiaries, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such shall immediately thereafter become a Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingGuarantor.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries any Subsidiary that guarantees becomes a party to, or otherwise becomes liable at any timeguarantees, whether as a borrower or an additional or co-borrower or otherwise, for or Indebtedness in respect of any Indebtedness under any Primary a Major Credit Facility Facility, to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in and deliver to each of the form and substance appended holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreementsuch Major Credit Facility) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteitems: (i) an executed counterpart a Subsidiary Guaranty, or a joinder agreement in respect of such joinder to the any existing Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.15.4, 5.2, 5.6, 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents , as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderapplicable; and (iviii) an opinion of counsel with respect (who may be in-house counsel for the Company) addressed to such Subsidiary each holder of the Notes and such joinder in substantially reasonably satisfactory to the form of opinion delivered at Required Holders, to the Closing with respect to effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such Person and that the Subsidiary Guarantors that existed Guaranty constitutes the legal, valid and binding contract and agreement of such Person 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 creditors’ rights generally and by general equitable principles. (b) The holders of the ClosingNotes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of 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 the Subsidiary Guaranty) as an obligor and guarantor under and in respect of each Major Credit Facility 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 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 given to any holder of Indebtedness of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise any Subsidiary which becomes liable at any time, whether as a borrower or an additional or co-borrower obligor or otherwise, for or guarantor in respect of any Indebtedness Debt under any Primary the Bank Credit Facility Agreement to deliver to each holder of Notes (concurrently therewithwith it becoming a co-obligor or guarantor in respect of such Debt) the following items: (a1) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii2) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.65.4, 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents , as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderapplicable; and (iv3) an opinion of counsel (who may be in-house counsel for the Company) addressed to each holder of Notes which opinion shall be reasonably satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty entered into by such Subsidiary has been duly authorized, executed and delivered and that such Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary 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. (b) The holders of Notes agree to discharge and release any Subsidiary Guarantor from its Subsidiary Guaranty upon the written request of the Company, provided that (1) such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) as a co-obligor and guarantor under and in respect of Debt under the Bank Credit Agreement and the Company so certifies to the holders of Notes in a certificate of a Responsible Officer, (2) at the time of such release and discharge, the Company shall have delivered a certificate of a Responsible Officer to the holders of Notes stating that no Default or Event of Default exists or will result from such release and discharge and (3) if any fee or other form of consideration is given to any party to the Bank Credit Agreement expressly for the purpose of its release of such Subsidiary Guarantor, the holders of Notes shall receive equivalent consideration. Anything in this Section 9.8 to the contrary notwithstanding, a Foreign Subsidiary that becomes a borrower under the Bank Credit Agreement shall not be deemed to be a co-obligor or guarantor of Debt under the Bank Credit Agreement for purposes of this Section 9.8 if such Subsidiary shall have no obligations under the Bank Credit Agreement or any other agreement or instrument for the repayment of any Debt outstanding thereunder (whether upon default by any party to the Bank Credit Agreement or otherwise) other than (1) Debt directly borrowed by such Subsidiary and such joinder in substantially (2) Debt of any other Foreign Subsidiary which shall also satisfy the form conditions of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingthis sentence.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) therewith deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such Subsidiary Guaranty or a joinder thereto in the form of the Subsidiary Guaranty Supplement attached as Exhibit A to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder Subsidiary Guaranty as the Required Holders may reasonably request; provided, that notwithstanding anything contained in substantially the form of opinion delivered at the Closing with respect this Section 9.7(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Material Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary (a “Foreign Guarantee”). For all purposes of this Agreement, all Foreign Borrowings and Foreign Guarantees shall constitute Priority Debt. (b) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that is party to a Subsidiary Guaranty will be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.7, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable for the repayment at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility Facility, to concurrently therewith: (ai) enter into an agreement in a joinder guaranty or a supplement to the Subsidiary Guaranty guaranty substantially in the form and substance appended to the of Schedule 9.7 (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder Subsidiary Guaranty or a supplement to the such Subsidiary Guaranty; (iiB) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing a secretary’s certificate of such Subsidiary and consistent with the due authorization by all requisite action on the part requirements of Section 4.3(b) (but with respect to such Subsidiary of and such Subsidiary Guaranty rather than the Company) with respect to the execution and delivery of such the Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderthereunder and, where, applicable, good standing of such Subsidiary in its jurisdiction of organization dated not more than 30 days prior to the date of the documents delivered pursuant to clause (ii)(A) above; and (ivD) to the extent required under any Material Credit Facility in connection with such joinder as a Subsidiary Guarantor, an opinion of counsel with respect (which may be of in-house counsel) to such Subsidiary and the effect that all agreements or instruments effecting such joinder are enforceable in substantially accordance with their terms. (b) At the form election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and Subsidiary Guarantors that existed as shall be automatically released from its obligations thereunder effective upon the satisfaction of the Closing.following conditions (and without the need for the execution or delivery of any other document by the holders): (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration on a pro rata basis (or other form of consideration reasonably acceptable to the Required Holders) substantially concurrently with the release hereunder; and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through

Subsidiary Guarantors. (a) The Parent REIT and the Company will shall cause each of its Subsidiaries that guarantees the Original Subsidiary Guarantors to execute and deliver, on or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at before the Closing, and thereafter shall cause each Additional Subsidiary Guarantor to execute and deliver, the Subsidiary Guarantee Agreement pursuant to which each such Subsidiary shall guarantee the payment of all amounts payable by the Company hereunder and under the Notes and the performance of all obligations of the Company hereunder and under the Notes and the Collateral Documents to which it is a guarantor Joinder Agreement (as defined in party to secure its obligations under the Intercreditor Subsidiary Guarantee Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and. (b) In connection with the delivery of the Subsidiary Guarantee Agreement and the relevant Collateral Documents, the Company shall cause each Subsidiary Guarantor to deliver the following to each Purchaser and holder Holder of a Note: the Notes (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations documents and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but evidence with respect to such Subsidiary and such Subsidiary Guaranty rather than Guarantor as any Holder may reasonably request in order to establish the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary Guarantor and evidence that the due authorization by all requisite action on the part Board of Directors of such Subsidiary of Guarantor has adopted resolutions authorizing the execution and delivery of the Subsidiary Guarantee Agreement and the Collateral Documents to which such Subsidiary Guaranty Guarantor is a party, (ii) evidence that the Subsidiary Guarantee Agreement and the performance by relevant Collateral Documents do not violate any of such Subsidiary Guarantor's outstanding debt instruments in the form of its obligations thereunder; and(A) a certificate from such Subsidiary Guarantor to such effect, (B) consents or approvals of the holder or holders of any Security, and/or (C) amendments of agreements pursuant to which any Security may have been issued, all as may be reasonably (a) hereto and such certificates or other evidence as any Holder may reasonably request to establish that the transactions contemplated by the Subsidiary Guarantee Agreement and the Collateral Documents to which such Subsidiary Guarantor is a party shall not subject any such Subsidiary Guarantor to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, (iv) an opinion of independent counsel (which opinion, in scope, form and substance, and counsel, shall be reasonably satisfactory to the Holders) and (v) all other documents and showings reasonably requested by the Holders in connection with respect the execution and delivery of the Subsidiary Guarantee Agreement and the Collateral Documents to which such Subsidiary Guarantor is a party, which documents shall be satisfactory in form and substance to the Holders and their special counsel, and each Holder shall have received a copy (executed or certified as may be appropriate) of all of the foregoing legal documents. (c) In addition to the other limitations contained in this Agreement, the Company will not permit any Subsidiary which is not a Subsidiary Guarantor at that time to be or become liable in respect of any other Guaranty after the date hereof; PROVIDED, however, that such Subsidiary may execute and deliver such subsequent Guaranty so long as the Company shall contemporaneously therewith cause such Subsidiary to execute and deliver, and such joinder in substantially the form of opinion delivered at the Closing with respect Subsidiary shall execute and deliver, to the Holders of the Notes, the Subsidiary Guaranty Guarantee Agreement and all relevant Collateral Documents together with all other documents, agreement, certificates and opinions in compliance with the terms and provisions of this Section 10.11. It being the intent of this Section 10.11(c) that at all times the Company shall cause all Subsidiaries which have executed and delivered Guaranties to Holders of Funded Debt of the Company and/or any other Subsidiary to be Subsidiary Guarantors that existed as in accordance with and pursuant to the provisions of this Section 10.11. (d) All reasonable out-of-pocket fees and expenses of the ClosingHolders of the Notes, including, without limitation, the reasonable fees and expenses of special counsel to the Holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guarantee Agreement, the Collateral Documents and the related agreements and opinions described above shall be borne by the Company.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees any Subsidiary which is liable under a Guarantee with respect to, or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwiseobligor with respect to, for or in respect of any Indebtedness under outstanding under, any Primary Principal Credit Facility Facility, to concurrently therewith: (a) enter into a joinder deliver to each of the Subsidiary Guaranty in Holders of the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver Notes the following to each Purchaser and holder of a Noteitems: (i) an a duly executed counterpart of such joinder guaranty agreement (the “Subsidiary Guaranty”) in form and substance reasonably satisfactory to the Subsidiary GuarantyRequired Holder(s); (ii) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.15.4, 5.2, 5.6, 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents , as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderapplicable; and (iviii) an opinion of counsel with respect (who may be in-house counsel for the Company) addressed to such Subsidiary and such joinder in substantially each of the form Holders of opinion delivered at the Closing with respect Notes satisfactory to the Required Holder(s), to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guarantors that existed Guaranty constitutes the legal, valid and binding contract and agreement of such Person 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. (b) The holders of the ClosingNotes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of 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 the Subsidiary Guaranty) as an obligor and guarantor under and in respect of all Principal Credit Facilities 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 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 given to any holder of Indebtedness of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.

Subsidiary Guarantors. The Parent REIT and If any Subsidiary of the Company will shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company, (each such obligation a “DEBT SECURITY”) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as assets concurrently to become a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary Guaranty in shall unconditionally guarantee (a “SUBSIDIARY GUARANTEE”) all of the form Company’s obligations under the Securities and substance appended this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the Subsidiary Guaranty same extent as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; referred to above in (1) guaranteed such other Debt Securities and (ii) a certificate signed cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by an authorized responsible officer each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors’ rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary containing representations and warranties on behalf Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect hold such offices prior to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of the supplemental indenture or did not hold such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered offices at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as date of the Closingsuch supplemental indenture.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: : (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) Required Holders in the form of Exhibit B E hereto providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for (b) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty; ) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.10(f), all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing Indebtedness of such Subsidiary and the due authorization by all requisite action on the part of shall be deemed to have been incurred concurrently with such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingrelease.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Indebtedness Debt under any the Primary Credit Facility to concurrently therewith: (ai) enter into a an agreement (or joinder to the an existing Subsidiary Guaranty if a Subsidiary Guaranty has previously been delivered hereunder) in the form and substance appended reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make‑Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (bii) deliver the following to each Purchaser and each holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty or joinder to the Subsidiary Guarantythereto; (iiB) to the extent required under the Primary Credit Facility, a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) to the extent required under the Primary Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty or joinder thereto and the performance by such Subsidiary of its obligations thereunder; and (ivD) to the extent required under any Primary Credit Facility, an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) At the election of the Company and by written notice to each Purchaser and each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty (or a joinder thereto) under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty (and joinder thereto, as the case may be) and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Purchasers or holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in substantially respect of the Primary Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty (and joinder thereto, as the case may be)) under the Primary Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under the Primary Credit Facility, any fee or other form of opinion delivered at consideration is given to any holder of Debt under the Closing with respect Primary Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingmatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees any Subsidiary which becomes obligated for, or otherwise becomes liable at any timeguarantees, whether as a borrower or an additional or co-borrower or otherwise, for or Indebtedness in respect of any Indebtedness under Other Company Debt Agreement, to deliver to each of the Holders of the Notes (concurrently with the incurrence of any Primary Credit Facility to concurrently therewith: (asuch obligation) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteitems: (i) an a duly executed counterpart of such joinder guaranty agreement (the “Subsidiary Guaranty”) in scope, form and substance satisfactory to the Subsidiary GuarantyRequired Holders; (ii) a certificate signed an amendment to this Agreement, duly executed by an authorized responsible officer of such Subsidiary containing representations the Company, that is satisfactory in scope, form and warranties on behalf of such Subsidiary substance to the same effectRequired Holders, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 incorporating customary events of default for the Subsidiary Guarantors and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested a certificate signed by an authorized Responsible Officer of the Required Holders Company making representations and warranties to evidence the due organizationeffect of those contained in Sections 5.2, continuing existence 5.4(c) and good standing of (d), 5.6 and 5.7, with respect to such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderGuaranty, as applicable; and (iv) an opinion of counsel with respect (who may be in-house counsel for the Company) addressed to such Subsidiary and such joinder in substantially each of the form Holders of opinion delivered at the Closing with respect 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 Guarantors that existed Guaranty constitutes the legal, valid and binding contract and agreement of such Person 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. (b) The holders of the ClosingNotes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of 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 the Subsidiary Guaranty) as an obligor and guarantor under and in respect of each Other Company Debt Agreement 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 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 given to any holder of Indebtedness of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.

Subsidiary Guarantors. The Parent REIT Except for any existing Indebtedness of the Company under the Secured Credit Facility and any Replacement Facilities, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty or a joinder to the Subsidiary Guaranty;thereto; WhiteHorse Finance, Inc. Note Purchase Agreement (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.7 and 5.18 5.19(b) of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an upon request of the Required Holders, a customary opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingRequired Holders may reasonably request.

Subsidiary Guarantors. The Parent REIT If any Domestic Subsidiary of a Loan Party (other than an Excluded Subsidiary or a Subsidiary that is a party to this Credit Agreement and the Company will cause each Collateral Documents) or a Foreign Subsidiary of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or Loan Party (unless causing such Foreign Subsidiary to be subject to the requirements in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: this clause (a) enter into a joinder would reasonably be expected to result in material adverse tax consequences to the Borrower and its Subsidiaries) is formed or acquired after the Agreement Date or if an Excluded Subsidiary Guaranty ceases to be an Excluded Subsidiary, the Borrower will notify the Credit Parties in writing thereof within ten (10) Business Days following the form and substance appended date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (or such later date as may be acceptable to the Subsidiary Guaranty as Exhibit A thereto executed at the ClosingAdministrative Agent in its sole discretion) and, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteby such date: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of Borrower will cause each such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 (A) execute and 5.18 of this deliver a Subsidiary Joinder Agreement (but and, if applicable, the Guarantee Agreement) and a Perfection Certificate and (B) promptly take such actions to comply with respect the Collateral and Guarantee Requirements and create and perfect Liens on such Subsidiary’s assets to such Subsidiary and such Subsidiary Guaranty rather than secure the Company) in Secured Obligations as the form of Exhibit B to the Subsidiary Guaranty; Administrative Agent shall reasonably request (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of including the execution and delivery of such Subsidiary Guaranty any collateral document necessary or appropriate to create and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel perfect Liens with respect to such Subsidiary’s owned or leased real property or any Collateral Access Agreement or similar document) (it being understood that not more than 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests in each First Tier Foreign Subsidiary that is a Controlled Foreign Corporation shall be pledged to the extent a pledge of a greater percentage would reasonably be expected to result in a material adverse tax consequence to the Borrower and its Subsidiaries), (ii) if any Equity Interests issued by any such joinder in substantially Subsidiary are owned or held by or on behalf of any Loan Party, the form of opinion Borrower will cause such Equity Interests to be pledged pursuant to the Collateral Documents not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired, and (iii) the Borrower will deliver or cause to be delivered at to the Administrative Agent such certificates and legal opinions as would have been required had such Subsidiary been a Subsidiary Guarantor on the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingDate.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joinder joint and several basis with all other such Subsidiary Guarantors, substantially similar to the Subsidiary Guaranty in or pursuant to the form and substance appended Supplement attached as Exhibit A to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, (a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty Supplement”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the agreement or Subsidiary GuarantyGuaranty Supplement; (iiB) a certificate signed by an authorized responsible officer of the manager or sole member of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.7 and 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such agreement or Subsidiary Guaranty Supplement rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such agreement or Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially agreement or Subsidiary Guaranty Supplement as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joinder joint and several basis with all other such Subsidiary Guarantors, substantially similar to the Subsidiary Guaranty in or pursuant to the form and substance appended Supplement attached as Exhibit A to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, (a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty Supplement”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the agreement or Subsidiary GuarantyGuaranty Supplement; (iiB) a certificate signed by an authorized responsible officer of the manager or sole member of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.7 and 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such agreement or Subsidiary Guaranty Supplement rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such agreement or Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially agreement or Subsidiary Guaranty Supplement as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Subsidiary Guarantors. The Parent REIT Borrower will take such action, and the Company will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that guarantees all Subsidiaries of the Borrower are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower or otherwise becomes liable at any timeof its Subsidiaries shall form or acquire any new Subsidiary that shall constitute a Subsidiary hereunder, whether the Borrower and its Subsidiaries will cause such new Subsidiary, to (i) become a “Subsidiary Guarantor” hereunder, and an “Obligor” under the Security Agreement pursuant to a Borrower Subsidiary Guarantor Assumption Agreement, duly completed and executed by such Subsidiary, (ii) deliver certificates (if any) of ownership interests of any Subsidiaries of such new Subsidiary in each case accompanied by undated stock or other similar powers executed in blank and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Third Restatement Effective Date or as the Administrative Agent shall have requested. Notwithstanding the foregoing, the Borrower shall not be required to cause any Non-Media Subsidiary of the Borrower (or any of such Subsidiary’s Non-Media Subsidiaries) to become a borrower “Subsidiary Guarantor” hereunder or an additional or co-borrower or otherwise“Obligor” under the Security Documents, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: so long as the following requirements are satisfied: (a) enter into a joinder such Subsidiary is not liable, directly or indirectly, with respect to the Subsidiary Guaranty in the form any Indebtedness other than Non-Recourse Indebtedness and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed has not guaranteed or otherwise provided credit support at the Closing, a guarantor Joinder Agreement time of such designation for any Indebtedness of the Borrower or any of its Subsidiaries (as defined in other than the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableSubsidiaries of such Subsidiary); and (b) deliver such Subsidiary is directly owned by a Guarantor hereunder which is a Wholly Owned Subsidiary and the following to each Purchaser and holder of a Note: (i) an executed counterpart Capital Stock of such joinder Guarantor has been pledged in favor of the Administrative Agent pursuant to the Subsidiary Guaranty; Security Agreement and (iic) a certificate signed by an authorized responsible officer at the time of acquisition of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence Borrower, the due organization, continuing existence and good standing entering into of such a Borrower Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance Guarantor Assumption Agreement by such Subsidiary (and its Subsidiaries) would violate any provision of applicable law or any agreement to which such Subsidiary is a party; provided that if at any time thereafter such Subsidiary (or any of its obligations thereunder; and Subsidiaries) shall cease to be subject to the prohibitions referred to in clause (ivc) an opinion above, the Borrower will take such action, and will cause each of counsel with respect its Subsidiaries to take such action, promptly to ensure that such Subsidiary (and/or the relevant Subsidiary or Subsidiaries of such Subsidiary) become “Subsidiary Guarantors” hereunder and/or “Obligors” under the Security Documents, as applicable, and such joinder in substantially that connection to satisfy the form requirements under the immediately succeeding paragraph. In addition, notwithstanding anything herein to the contrary, the Borrower shall not be required to, or to cause any of opinion delivered its Subsidiaries to, pledge the Capital Stock of any Non-Media Subsidiary owned by the Borrower and its Subsidiaries that is not required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, if, at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as time of the Closingacquisition of such Non-Media Subsidiary by the Borrower, such pledge would violate any provision of applicable law or any agreement to which such Non-Media Subsidiary is a party.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each any Subsidiary which is required by the terms of its Subsidiaries that guarantees the Bank Credit Agreement to become obligated for, or otherwise becomes liable at any timeguarantee, whether as a borrower or an additional or co-borrower or otherwise, for or Debt in respect of the Bank Credit Agreement, to deliver to each of the Holders of the Notes (concurrently with the incurrence of any Indebtedness under any Primary Credit Facility to concurrently therewith: (asuch obligation) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteitems: (i) an a duly executed counterpart of such joinder guaranty agreement (the “Subsidiary Guaranty”) in scope, form and substance satisfactory to the Subsidiary GuarantyRequired Holders; (ii) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.15.4, 5.2, 5.6, 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty;, as applicable; and ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. Note Purchase Agreement (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect (who may be in-house counsel for the Company) addressed to such Subsidiary and such joinder in substantially each of the form Holders of opinion delivered at the Closing with respect 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 Guarantors that existed Guaranty constitutes the legal, valid and binding contract and agreement of such Person 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. (b) The holders of the ClosingNotes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of 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 the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreement 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 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 given to any holder of Debt of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.

Subsidiary Guarantors. (a) The Parent REIT Borrower may at its option cause any of its Subsidiaries, and the Company will cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timean obligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Indebtedness Debt under any Primary Material Credit Facility to or any Existing Note Purchase Agreement concurrently therewith, to: (ai) enter into become a Subsidiary Guarantor by way of execution of a Subsidiary Guaranty (or a joinder to the an existing Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty); and (bii) concurrently with becoming a Subsidiary Guarantor pursuant to the foregoing clause (i), deliver the following to each Purchaser and holder of a Notethe Administrative Agent: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iiiA) all documents as may be reasonably requested by the Required Holders Administrative Agent to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite legal entity action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; (B) copies of the Organization Documents of such Subsidiary, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary; (C) specimen signatures of the persons authorized to execute the Subsidiary Guaranty (or joinder) on such Subsidiary’s behalf, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary; (D) such documentation and other information requested by the Administrative Agent and each Lender in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations; and (ivE) if requested by the Administrative Agent, an opinion of counsel with respect reasonably satisfactory to the Administrative Agent covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Administrative Agent may reasonably request. (b) At the election of opinion delivered at the Closing with respect Borrower and by written notice to the Administrative Agent, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Administrative Agent or any Lender, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or obligor in respect of any Material Credit Facility or any Existing Note Purchase Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under each such Material Credit Facility and each such Existing Note Purchase Agreement, as the case may be, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or any Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or such Existing Note Purchase Agreement for such release, the Lenders shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) the Administrative Agent shall have received a certificate of a Responsible Officer of the ClosingBorrower certifying as to the matters set forth in the foregoing clauses (i) through (iv). In the event of any such release, for purposes of Section 6.14, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release. (z) Section 7.1(d) is amended by (i) inserting “or in any other Credit Document” immediately following the reference to “herein” therein and (ii) inserting “or thereto” immediately following the reference to “hereto” therein. (aa) Section 7.1(j)(i) is amended and restated in its entirety as follows: (i) the Borrower, any Subsidiary Guarantor or any Person acting on behalf of the Borrower or any Subsidiary Guarantor, or any Governmental Authority, challenges the validity of any Credit Document or the Borrower’s or any Subsidiary Guarantor’s obligations thereunder (bb) Section 8.3 is amended by inserting “or any Subsidiary Guarantor” immediately following the first two references to “Borrower” therein. (cc) Section 8.10 is amended by inserting “or any Subsidiary Guarantor” immediately following the first reference to “Borrower” therein. (dd) Section 8 is amended by adding the following new Section 8.12 to the end thereof:

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; andand The York Water Company Note Purchase Agreement (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. The Parent REIT and All future Subsidiaries of the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any timeCompany, whether as a borrower or an additional or co-borrower or otherwiseother than Foreign Subsidiaries, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder shall, subject to the Subsidiary Guaranty limitations set forth in the form Article X, jointly, severally, irrevocably and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closingunconditionally, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (guarantee all principal, premium, if applicable)any, and interest on the Notes on a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser senior basis and holder of shall execute a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) supplemental indenture substantially in the form of Exhibit B E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence Trustee regarding the due organizationauthorization, continuing existence execution and good standing delivery of the supplemental indenture. If, at any time, the Company or any of its Subsidiaries declares or pays any dividend to or makes any distribution or other payment or transfer to any Foreign Subsidiary in violation of Section 4.9 hereof, then such Foreign Subsidiary shall, to the extent not prohibited by law, execute a supplemental indenture substantially in the form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization by all requisite action on the part of such Subsidiary of the authorization, execution and delivery of such supplemental indenture. Notwithstanding anything herein to the contrary, if any Subsidiary Guaranty and (including Foreign Subsidiaries) of the performance by such Company that is not a Guarantor Guarantees any other Indebtedness of the Company or any Subsidiary (other than a Foreign Subsidiary that is not a Guarantor), or the Company or a Subsidiary of its obligations thereunder; and (iv) an opinion the Company, individually or collectively, pledges, directly or indirectly more than 65% of counsel with respect the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Indebtedness of the Company or any of the Guarantor's Indebtedness, then, to the extent not prohibited by law, such Foreign Subsidiary must become a Guarantor and such joinder shall execute a supplemental indenture substantially in substantially the form of opinion delivered at the Closing with respect Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Subsidiary Guaranty Trustee regarding the due authorization, execution and Subsidiary Guarantors that existed as delivery of the Closingsupplemental indenture.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Debt under any Primary Material Credit Facility to concurrently therewith:therewith (or in the case of any such Subsidiary that would otherwise satisfy these requirements on the date of this Agreement, on such date): (a) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b) deliver the following to each Purchaser and of holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing valid existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect addressed to each holder of the Notes reasonably satisfactory to the Required Holders, to the effect that such Subsidiary is validly existing and such joinder in substantially the form of opinion delivered at the Closing with respect to good standing, the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guarantors that existed Guaranty constitutes the legal, valid and binding obligation of such Person, 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 and containing other usual and customary assumptions, qualifications and exceptions. The holders of the ClosingNotes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of 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 the Subsidiary Guaranty), whether as a borrower, obligor and/or guarantor, from all obligations under the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and immediately after giving effect to, such release and discharge, no Default or Event of Default shall be existing and the Company shall 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 given to any holder of Debt of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder Subject to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement paragraphs (as defined in the Intercreditor Agreement) (if applicableb), (c) and a Grantor Joinder Agreement (as defined in d) of this Section 5.09, the Intercreditor Agreement) (if applicable); andBorrower at all times shall cause all of its Wholly Owned Subsidiaries that are guarantors of any of the Notes to be Subsidiary Guarantors. (b) Within 30 days (or such later date as the Administrative may agree to) after any domestic Wholly Owned Subsidiary of the Borrower becomes a guarantor of any of the Notes, the Borrower shall cause such domestic Wholly Owned Subsidiary to execute and deliver a Joinder to the following to each Purchaser and holder of a Note:Administrative Agent. (c) If at any time (i) an executed counterpart a Subsidiary Guarantor no longer guarantees any of such joinder to the Subsidiary Guaranty; Notes (other than as a result of a payment upon its guarantee), (ii) a certificate signed Subsidiary Guarantor is dissolved, sold, merged, amalgamated or otherwise disposed of in a manner permitted by an authorized responsible officer of this Agreement and, as a result thereof, such Subsidiary containing representations and warranties on behalf Guarantor ceases to exist or ceases to be a Subsidiary of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; Borrower or (iii) all the aggregate outstanding principal amount of the Notes is equal to or less than US$150,000,000, (A) such Subsidiary Guarantor (or, in the case of clause (iii) above, each of the Subsidiary Guarantors) shall be automatically released from its obligations hereunder, without any need for any formal action by the Administrative Agent or any Lender, and (B) the Borrower shall provide notice of any such event to the Administrative Agent. Upon the written request of the Borrower, the Administrative Agent shall execute any documents as may be reasonably requested by the Required Holders Borrower in order to evidence acknowledge the due organization, continuing existence and good standing release of such any Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of Guarantor from its obligations thereunder; andas a Subsidiary Guarantor. (ivd) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect Notwithstanding anything contained herein to the contrary, no Wholly Owned Subsidiary Guaranty and that is directly or indirectly owned by a Subsidiary Guarantors that existed as of the Closingis not a U.S. Person shall be required to be a Subsidiary Guarantor.

Subsidiary Guarantors. The Parent REIT and the Company Obligors will cause each the Initial Subsidiary Guarantors and, after the date of its Subsidiaries that guarantees Closing, any Subsidiary which is required by the terms of any Credit Agreement to become obligated for, or otherwise becomes liable at any timeguarantee, whether as a borrower or an additional or co-borrower or otherwise, for or Indebtedness of either Obligor in respect of any Indebtedness under Credit Agreement, to deliver to each of the holders of the Notes (concurrently with the incurrence of any Primary Credit Facility to concurrently therewithsuch obligation) the following items: (a) enter into a joinder to the duly executed Subsidiary Guaranty Guarantee in the scope, form and substance appended reasonably satisfactory to the Required Holders or a joinder agreement in respect of the Subsidiary Guaranty Guarantee, as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and; (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing each Obligor making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.4, 5.6, 5.75.7 and 5.19, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such its Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents Guarantee, as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderapplicable; and (ivc) in the case that any such Subsidiary is a Material Subsidiary, an opinion of counsel addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, to the effect that the Subsidiary Guarantee by such Person has been duly authorized, executed and delivered and that the Subsidiary Guarantee constitutes the legal, valid and binding obligation of such Person, enforceable in accordance with respect 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 and containing other usual and customary assumptions, qualifications and exceptions. If any Subsidiary otherwise required to become a Subsidiary Guarantor under this Section 9.8 is a joint venture or unincorporated association, and such Subsidiary’s becoming a Subsidiary Guarantor shall be restricted by such Subsidiary’s constitutive documents, then, provided such Subsidiary and is not obligated under any Credit Agreement for more than the Limited Guaranteed Amount, notwithstanding anything to the contrary contained in any Financing Agreement, the obligations guaranteed by such joinder in substantially the form of opinion delivered at the Closing with respect to Subsidiary under the Subsidiary Guaranty shall not be required to exceed the amount (the “Limited Guarantee Amount”) that may be so guaranteed under applicable Requirements of Law (including, without limitation, the Uniform Fraudulent Conveyance Act and Subsidiary Guarantors that existed as the Uniform Fraudulent Transfer Act), multiplied by the percentage of such Subsidiary’s outstanding Capital Stock or interest in the Closingprofits owned, in each case, by the Company or any of its other Subsidiaries.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each Subsidiary which is required by the terms of its Subsidiaries that guarantees any Material Debt Facility pursuant to which Indebtedness of the Company is outstanding to become a co-obligor of, or otherwise becomes liable at any timeguarantee, whether as a borrower or an additional or co-borrower or otherwisesuch Indebtedness, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (aA) enter into a joinder to Subsidiary Guaranty Agreement (or, at any time after at least one Subsidiary has executed the Subsidiary Guaranty Agreement, a supplemental agreement in the form of Exhibit A thereto) and substance appended (B) deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to a Material Debt Facility) the aforementioned Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteitems: (i) an executed counterpart opinion or opinions of such joinder counsel in all applicable jurisdictions to the combined effect that (A) the Subsidiary GuarantyGuaranty Agreement has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid and binding obligation enforceable against such Subsidiary Guarantor in accordance with its terms and (B) the obligations of the Subsidiary Guarantor under the Subsidiary Guaranty Agreement would rank at least pari passu in right of payment with all other outstanding unsecured and unsubordinated Indebtedness of that Subsidiary Guarantor, other than Indebtedness mandatorily preferred by law, all as subject to any exceptions and ▇▇▇▇▇, Inc. Amended and Restated Note Purchase Agreement assumptions of the type set forth in the opinions referenced in Section 4.4 and as are reasonable under the circumstances; (ii) a certificate signed by of the Secretary or an authorized responsible Assistant Secretary (or other appropriate officer or person) of such the new Subsidiary containing representations Guarantor as to due authorization, charter documents, board resolutions and warranties on behalf the incumbency of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guarantyofficers; (iii) all documents as may be reasonably requested by reasonable fees and expenses of the Required Holders to evidence holders of the due organizationNotes, continuing existence and good standing including, without limitation, the reasonable fees of such Subsidiary and no more than one special counsel representing all of the due authorization by all requisite action on holders of the part of such Subsidiary of Notes, incurred in connection with the execution and delivery of such the Subsidiary Guaranty and Agreement or supplement thereto, shall be paid or payable by the performance by such Subsidiary of its obligations thereunderCompany; and (iv) an opinion a certificate signed by a Senior Financial Officer of counsel the Company (A) making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary Guarantor and such joinder in substantially the form of opinion delivered at the Closing with respect Subsidiary Guaranty Agreement, and (B) certifying that after giving effect to the Subsidiary Guaranty Agreement or supplement thereto no Default or Event of Default shall have occurred and Subsidiary Guarantors that existed as be continuing. (b) At the election of the ClosingCompany and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under the Subsidiary Guaranty Agreement, (iii) such Subsidiary Guarantor is concurrently released from its obligations under all other agreements pursuant to which such Subsidiary Guarantor is a guarantor or obligor with respect to Indebtedness of the Company under any Material Debt Facility, (iv) if any fee or other form of consideration is given to any holder of Indebtedness of the Company or any Subsidiary for the purpose of such release, the holders of the Notes shall receive equivalent consideration, and (v) each holder of Notes shall have received a certificate of a Senior Financial Officer of the Company to the foregoing effect and setting forth the information (including reasonable detailed computations) reasonably required to establish compliance with the foregoing requirements.

Subsidiary Guarantors. (a) The Parent REIT Guarantor and the Company will cause Borrower shall, (x) prior to the Investment Grade Release, not later than the date on which the applicable Compliance Certificate is required to be delivered hereunder, for each other Person (other than an Excluded Subsidiary) becoming a Subsidiary (whether by acquisition of its Subsidiaries a Property or otherwise) and each Subsidiary that guarantees is not a Subsidiary Guarantor ceasing to be an Excluded Subsidiary, and each Subsidiary of the Parent Guarantor that owns, directly or otherwise becomes liable indirectly, any Equity Interest of any of such Subsidiaries, in each case during the fiscal quarter for which such Compliance Certificate is required, to the extent necessary to satisfy the Guaranty Requirement as of the last day of such fiscal quarter and (y) at all times, not later than the date any time, whether as Subsidiary of the Parent Guarantor that is a borrower or an additional a guarantor, or co-otherwise has a payment obligation in respect of, any Unsecured Indebtedness, becomes a borrower or otherwise, for guarantor or otherwise incurs such payment obligation in respect of such Unsecured Indebtedness (other than intercompany Indebtedness between or among any Indebtedness under any Primary Credit Facility of the Parent Guarantor, the Borrower and their Subsidiaries), deliver or cause to concurrently therewith: (a) enter into a joinder be delivered to the Subsidiary Guaranty Administrative Agent each of the following items, each in the form and substance appended reasonably satisfactory to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: Administrative Agent: (i) an Accession Agreement executed counterpart of by such joinder to the Subsidiary Guaranty; Subsidiary, and (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but items with respect to such Subsidiary and that would have been delivered under Sections 6.1.(iv) through (viii) if such Subsidiary Guaranty rather than had been a Subsidiary Guarantor on the Company) Effective Date (in the form case of Exhibit B Section 6.1.(iv), only to the extent requested by the Administrative Agent in connection with a new Borrowing Base Property). Nothing contained in this Section shall supersede, modify or otherwise affect the provisions of Sections 4.1. or 4.2. (b) Prior to the Investment Grade Release, after giving pro forma effect to any Subsidiary that shall become a Subsidiary Guarantor in accordance with Section 8.14.(a)(x), the Parent Guarantor and the Borrower shall not permit Unencumbered Asset Value attributable to Borrowing Base Properties directly owned in fee simple by, or subject to a Qualified Ground Lease to, the Borrower and the Guarantors to be less than 90% of the total Unencumbered Asset Value as of the last day of any fiscal quarter (the “Guaranty Requirement”). (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor meets, or will meet simultaneously with its release from the Guaranty; , all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under Section 8.14.(a); (iii) all documents no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request 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. The Administrative Agent agrees to furnish to the Borrower, promptly after the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingBorrower.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into Promptly after any Person is required by Section 6.01(f) to be disclosed as an Eligible Material Subsidiary (and in any event within 30 days (or such greater number of days to which the Administrative Agent may agree) thereafter), the Company shall cause such Person to (i) become a joinder Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty in or such other document as the form Administrative Agent shall deem appropriate for such purpose, and substance appended (ii) deliver to the Subsidiary Guaranty as Exhibit A thereto executed at Administrative Agent documents of the Closing, a guarantor Joinder Agreement types referred to in clauses (as defined in the Intercreditor Agreement) (if applicableiii), (iv), (v) and a Grantor Joinder Agreement (as defined vi) of Section 4.01(a) 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 clause (i) of this Section 6.10(a)), all in form, content and scope reasonably satisfactory to the Intercreditor Agreement) (if applicable); and Administrative Agent. If, pursuant to clauses (b) deliver or (d) of the following definition of Ineligible Material Subsidiary, the Company elects to each Purchaser and holder provide a Substitute Guaranty in replacement of a Note:Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary, the Company shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries. Compliance by Substitute Guarantors with the preceding sentence in place of such Ineligible Material Subsidiary shall be deemed to satisfy the Company’s obligations under the first sentence of this Section 6.10(a) with respect to such Material Subsidiary. (i) an executed counterpart Upon and no later than 30 days after the delivery to the Administrative Agent of the annual Financial Statements and accompanying Compliance Certificate pursuant to Section 6.01(b) and (c), in relation to any Subsidiary Guarantor that has ceased to be a Material Subsidiary as of the end of such joinder to fiscal year (other than a Subsidiary Guarantor which was not a Material Subsidiary at the time it became a Subsidiary Guaranty; Guarantor), or (ii) upon and no later than 30 days after the Company receives notice that a certificate signed Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of the satisfaction of clauses (a)(i), (a)(ii) or (b) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Guarantor hereunder and the Company is unable, with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an authorized responsible officer Eligible Material Subsidiary (in either case, a “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of clause (a)(i) of the definition of “Ineligible Material Subsidiary,” which the Company is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such Subsidiary containing representations and warranties on behalf of such Subsidiary proviso shall not apply), the Company may deliver to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 Administrative Agent a duly executed certificate of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than a Responsible Officer of the Company) , in the form of Exhibit B J (“Guarantor Release Certificate”) and, upon the receipt of such certificate by the Administrative Agent, such Releasable Subsidiary shall thereupon cease to be a Subsidiary Guarantor, subject to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closing.possible future application of

Subsidiary Guarantors. (a) The Company will, and will cause the Parent REIT and the Company will to, cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary the Material Credit Facility to concurrently therewith: (a1) enter into a joinder to the Subsidiary Guaranty guaranty agreement substantially in the form and substance appended to the of Exhibit SG hereto (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b2) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) to the extent required or otherwise provided under the Material Credit Facility, a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.7 and 5.18 of this Agreement 5.19 (but with respect to such Subsidiary and such Subsidiary Guaranty Guaranty, rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iii) all to the extent required or otherwise provided under the Material Credit Facility, documents as may be reasonably requested by the Required Holders to evidence evidencing the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required or otherwise provided under the Material Credit Facility, an opinion of counsel with respect to covering the authorization, execution, delivery and/or enforceability of the Subsidiary Guaranty. (b) The holders of Notes will discharge and release any Subsidiary Guarantor from its Subsidiary Guaranty upon the written request of the Company; provided that (1) such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such joinder Subsidiary Guarantor under its Subsidiary Guaranty) as a guarantor or additional or co-borrower under and in substantially respect of Indebtedness under the form Material Credit Facility and the Company so certifies to the holders of opinion delivered Notes in a certificate of one of its Responsible Officers, (2) at the Closing with respect time of such release and discharge, the Company shall have delivered a certificate of one of its Responsible Officers to the holders of Notes stating that no Default or Event of Default has occurred and is continuing or will result from such release and discharge, (3) such Subsidiary Guarantor shall have no obligations then due and owing under its Subsidiary Guaranty and (4) if any fee or other form of consideration is given to any party to the Material Credit Facility directly relating to its release of such Subsidiary Guarantors that existed as Guarantor thereunder, the holders of Notes shall receive equivalent consideration (or another form of consideration reasonably acceptable to the ClosingRequired Holders).

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries (other than the Excluded Subsidiaries) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility Facility, to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable)Guaranty; and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (iiB) a certificate signed by of an authorized responsible officer (or other appropriate Person) of such the new Subsidiary containing representations Guarantor as to due authorization, charter documents, board resolutions and warranties on behalf the incumbency of such Subsidiary officers; and (C) solely with respect to Subsidiaries organized in Delaware, an opinion of counsel reasonably satisfactory to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence may reasonably request, consistent with the due organization, continuing existence and good standing of such opinions delivered in connection with the related closings for each Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderGuarantor; and (ivD) an opinion any other such certificates, opinions or documents, if any, furnished by or on behalf of counsel the Company or such Subsidiary Guarantor to the lenders under the Material Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor or borrower under the Material Credit Facility (but applicable to such Subsidiary Guaranty). (b) At the election of the Company and such joinder in substantially the form by written notice to each holder of opinion delivered at the Closing with respect to the Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for the purpose of effectuating such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently EQUITY ONE, INC. NOTE PURCHASE AGREEMENT therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Parent REIT Company may at any time cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company will shall cause such Subsidiary Guarantor to deliver to each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewiththe holders: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii1) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.15.4(c), 5.2, 5.6, 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary Guarantor and such the Subsidiary Guaranty rather than Guarantee Agreement, as applicable in lieu of the Company) in , this Agreement and the form of Exhibit B to the Subsidiary Guaranty;Notes, (iii2) all documents as may be reasonably requested a secretary’s certificate signed by the Required Holders to evidence the due organization, continuing existence and good standing Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of organization, as applicable, (b) its limited liability company agreement and (c) the due authorization resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement. (3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by all requisite action on the part of such Subsidiary of the execution Guarantor, has been duly executed and delivery delivered by such Subsidiary Guarantor and constitutes duly valid and binding obligation of such Subsidiary Guaranty Guarantor; enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions. (b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the performance by Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Guarantor being released and discharged as a Bank Subsidiary and such joinder in substantially the Obligor under any Bank Credit Agreement, any fee or other form of opinion delivered at consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the Closing with respect to purpose of such release, the Subsidiary Guaranty and Subsidiary Guarantors that existed holders of the Notes shall receive equivalent consideration.” Section 1.5. Section 10.5 of the Note Purchase Agreement is hereby amended as of the Closing.date hereof by deleting Subsection (e) appearing therein in its entirety and substituting a new Subsection (e) therefor and adding a new paragraph at the end of Section 10.5, as follows:

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into The Issuers shall cause each Significant Subsidiary (each, an “Original Subsidiary Guarantor”) to execute and deliver, on or before Closing, the Subsidiary Guaranty. In addition to the foregoing, the Issuers will at all times provide Guaranty Joinder Agreements (and the documents described in clause (b)(ii) below) from (i) their Wholly-Owned Subsidiaries such that for the most recently ended trailing four fiscal quarter period (A) the Consolidated Adjusted EBITDA that is attributable only to the Wholly-Owned Subsidiaries that are Subsidiary Guarantors is not less than 95% of the Consolidated Adjusted EBITDA that is attributable to all of the Company’s Wholly-Owned Subsidiaries and (B) the aggregate Net Revenues of the Wholly-Owned Subsidiaries that are Subsidiary Guarantors (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly-Owned Subsidiaries) do not constitute less than 95% of the aggregate Net Revenues of all of the Wholly-Owned Subsidiaries of the Company (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly-Owned Subsidiaries) and (ii) any other Subsidiary that is a joinder guarantor or borrower of Indebtedness outstanding under the Credit Agreement. In addition to the foregoing, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that for the most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the Subsidiary Guarantors is not less than 70% of Consolidated Adjusted EBITDA. Notwithstanding the immediately preceding sentence, if the Company complies with Section 9.9, the Issuers will at all times provide Guaranty in Joinder Agreements from their Subsidiaries such that for the form and substance appended most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement Guarantors is not less than 60% (as defined in the Intercreditor Agreementrather than 70%) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); andof Consolidated Adjusted EBITDA. (b) deliver Within thirty days after the following Issuers create or acquire a new Subsidiary that is required to each Purchaser and holder of be a Note: Subsidiary Guarantor pursuant to paragraph (a) above, the Issuers shall (i) an executed counterpart cause such new Subsidiary to become a Subsidiary Guarantor by executing and delivering to the holders of Notes a Guaranty Joinder Agreement promptly after acquisition or creation of such joinder to the Subsidiary Guaranty; Subsidiary, and (ii) deliver (A) a certificate signed by an authorized responsible officer of good standing (or equivalent) for such Subsidiary containing representations from its jurisdiction of organization and warranties on behalf of (B) such Subsidiary to the same effect, mutatis mutandis, other documents and certificates as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders or their counsel may reasonably request relating to evidence the due organization, continuing existence and good standing of such Subsidiary and Subsidiary, the due authorization by all requisite action of the transactions contemplated hereby, the authority of any natural Person executing the Guaranty Joinder Agreement on the part behalf of such Subsidiary of and any other legal matters relating to such Subsidiary, this Agreement, the execution Guaranty Joinder Agreement or the transactions contemplated to occur hereby, all in form and delivery of substance reasonably satisfactory to the Required Holders and their counsel. With respect to each new Subsidiary, whether or not such Subsidiary is required to provide a Guaranty and Joinder Agreement pursuant to paragraph (a) above, the performance by such Subsidiary Issuers shall promptly send to the holders of its obligations thereunder; and (iv) an opinion of counsel Notes written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of the Issuers and such joinder (ii) all of the data required to be set forth in substantially the form of opinion delivered at the Closing Schedule 5.4 with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as all Subsidiaries of the ClosingIssuers. 10. Section 9 of the Existing Note Purchase Agreement is hereby amended by adding the following new Section 9.9 at the end thereof as follows:

Subsidiary Guarantors. The Parent REIT At any time prior to the satisfaction of the US Subsidiary Guaranty Release Requirement, the Subsidiary Guarantors include all the Material Subsidiaries, other than Foreign Subsidiaries and Receivables Subsidiaries. (f) Adding the following at the end of Section 5.09 of the Credit Agreement before the period: ; provided that, if the US Subsidiary Guaranty Release Requirement has been satisfied and such satisfaction has been certified to the Administrative Agent by the chief financial officer of the Company, (x) any then-existing Subsidiary Guarantors shall be released from their obligations under the Subsidiary Guarantee Agreement and the Company will cause each Indemnity, Subrogation and Contribution Agreement (other than as to obligations that are expressly stated in the Subsidiary Guarantee Agreement or the Indemnity, Subrogation and Contribution Agreement, as the case may be, to survive termination thereof), (y) this Section 5.09 shall no longer apply to require any additional US Subsidiaries to become Subsidiary Guarantors and (z) the Administrative Agent shall, upon request of its Subsidiaries that guarantees or otherwise becomes liable at any timethe Company, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder execute and deliver to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of Company such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents documentation as may be reasonably requested by the Required Holders Company from time to evidence the due organization, continuing existence and good standing of time to release any such Subsidiary Guarantors from their obligations under the Subsidiary Guarantee Agreement and the due authorization Indemnity, Subrogation and Contribution Agreement (other than as to obligations that are expressly stated in the Subsidiary Guarantee Agreement or the Indemnity, Subrogation and Contribution Agreement, as the case may be, to survive such termination); provided that the Company may elect in its discretion to redesignate a Material Subsidiary as a Subsidiary Guarantor by all requisite action on causing such Material Subsidiary to provide a guaranty of the part Obligations in favor of the Administrative Agent and the Lenders (in their capacity as lenders hereunder) in form and substance substantially in the form of Exhibit C or otherwise reasonably satisfactory to the Administrative Agent, and thereafter such Material Subsidiary shall be designated as a Subsidiary Guarantor; provided further however that, whether prior to or after satisfaction of the US Subsidiary Guaranty Release Requirement, no Material Subsidiary of the execution and delivery Company shall guarantee (i) senior, unsecured notes issued by the Company, or (ii) any other Debt of the Company in an aggregate principal amount of more than $25,000,000, unless the following requirements are met: (1) such Subsidiary Guaranty Debt shall at all times rank pari passu with or junior in right of payment to the Obligations, (2) such Debt shall be guaranteed only by one or more Subsidiaries that have provided (or substantially simultaneously therewith provide) guaranties of the Obligations in favor of the Administrative Agent and the performance by such Subsidiary of its obligations thereunder; and Lenders (ivin their capacity as lenders hereunder) an opinion of counsel with respect to such Subsidiary in form and such joinder substance substantially in substantially the form of opinion delivered Exhibit C or otherwise reasonably satisfactory to the Administrative Agent, and (3) in the event such Debt is entered into prior to the satisfaction of the US Subsidiary Guaranty Release Requirement, such Debt does not restrict the Guarantee Requirement (g) Adding the following sentence at the Closing with respect end of Section 6.01 of the Credit Agreement: The parties hereto acknowledge that if the US Subsidiary Guaranty Release Requirement has been satisfied, the reference to “that is not a Subsidiary Guarantor” set forth above in this Section 6.01 shall be disregarded and such determination of Debt permitted by this Section 6.01 shall be made based on such Debt of all Material Subsidiaries, except to the extent that any such Material Subsidiary is a Subsidiary Guarantor. (h) Adding the following at the end of clause (A) of Section 6.04(a) of the Credit Agreement before the “and” at the end thereof: unless the US Subsidiary Guaranty and Subsidiary Guarantors that existed as Release Requirement has been satisfied (i) Adding the following at the end of Section 6.04(b) of the Closing.Credit Agreement before the period: and (iii) if the US Subsidiary Guaranty Release Requirement has been satisfied, in the case of any merger or consolidation to which a Borrower shall be a party, the survivor of such merger or consolidation shall be a Borrower (j) Deleting Section 6.06 of the Credit Agreement and inserting the following in lieu thereof:

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each Subsidiary which has provided or does provide a Guaranty of its Subsidiaries that guarantees the Indebtedness of the Company or otherwise any Subsidiary under a Bank Credit Agreement (regardless of whether it has previously been discharged from any such Guaranty and becomes liable at under a new Guaranty) to become a Subsidiary Guarantor on a joint and several basis with all other Subsidiary Guarantors under the Subsidiary Guaranty as promptly as practicable after (but in any timeevent within 30 days of) the date such Subsidiary first guaranties such Indebtedness, whether as a borrower or an additional or co-borrower or otherwise, for or in respect by causing such Subsidiary to execute and deliver to the holders of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into the Notes a joinder agreement to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder attached to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer , together with all documents and opinions which the Required Holders may reasonably request relating to the existence of such Subsidiary containing representations Subsidiary, the corporate or other authority for and warranties on behalf the validity of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be , and any other matters reasonably requested determined by the Required Holders to evidence be relevant thereto, all in form and substance reasonably satisfactory to the due organizationRequired Holders. (b) The holders of the Notes agree that if the obligations of a Subsidiary Guarantor, continuing existence whether direct or indirect, as a co-borrower, guarantor or otherwise, of any Indebtedness of the Company or its Subsidiaries under any Bank Credit Agreement shall, at any time after the First Closing Date, be terminated by the holders of such Indebtedness, the holders of the Notes shall, within 30 days of receipt of a written request of the Company, take such action and good standing execute such documents as the Company or such Subsidiary shall reasonably request to give effect to the termination, release and discharge of such Subsidiary’s obligations under the Subsidiary Guaranty so long as no Default or Event of Default is continuing;; provided, however, that such Subsidiary Guarantor shall not be released from its obligations as a Subsidiary Guarantor if in connection with the release of such Subsidiary Guarantor from its obligations under its Guaranty of the Indebtedness of the Company or any Subsidiaries under any Bank Credit Agreement, the Company or any of its Subsidiaries pays any consideration to the holders of such Indebtedness in consideration of such release, unless the holders of Notes are paid equivalent consideration for such release; and provided, further, that in the due authorization event any such Subsidiary Guarantor shall at any time after the release provided for in this Section 9.6 enter into a Guaranty of, or otherwise become directly or indirectly liable for (whether by way of becoming a co-borrower, guarantor or otherwise), all requisite action on the or any part of the Indebtedness of the Company or its Subsidiaries under a Bank Credit Agreement, the Company will cause such Subsidiary Guarantor contemporaneously with entering into any such Guaranty or incurring such liability (and in any event within 30 days thereafter) to execute and deliver to the holders of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and Notes, (ivi) an opinion of counsel with respect to such Subsidiary and such a joinder in substantially the form of opinion delivered at the Closing with respect agreement to the Subsidiary Guaranty in accordance with the provisions thereof, and Subsidiary Guarantors that existed (ii) such opinions of counsel, certificates accompanying authorizing resolutions and corporate or similar documents, and such other agreements, instruments and other documents as the Required Holders may reasonably request, each of foregoing in form and substance reasonably satisfactory to the ClosingRequired Holders.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at not permit any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect Subsidiary to enter into any Guaranty of any Indebtedness of the Company under any Primary Credit Group Debt Facility (a “Group Debt Facility Guarantee”) unless such Subsidiary simultaneously executes and delivers a Guaranty of the Notes (a “Subsidiary Guarantee”) on terms substantially similar to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty such Group Debt Facility Guarantee, except as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicablemay be otherwise required by Section 9.6(b), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and. (b) deliver the following to each Purchaser Notwithstanding any other provision of this Agreement, any Subsidiary Guarantee shall provide by its terms that such Subsidiary Guarantee shall be unconditionally released and holder of a Note: discharged upon (i) an executed counterpart any sale, exchange or transfer of all of the common equity or equivalent ownership interest held by the Company or any Subsidiary in, or all or substantially all the assets of, the obligor on such Subsidiary Guarantee (the “Subsidiary Guarantor”), or any other sale or disposition (by merger or otherwise) of such joinder to the Subsidiary Guaranty; Guarantor or any interest therein following which such Person is no longer a Subsidiary, which is in compliance with this Agreement, (ii) the release by the holders of the Group Debt Facility Indebtedness of the Company of their Group Debt Facility Guarantee by such Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Group Debt Facility Indebtedness), which release occurs at a certificate signed time when (A) no other Group Debt Facility Indebtedness of the Company remains guaranteed by an authorized responsible officer such Subsidiary Guarantor, or (B) the holders of all such other Group Debt Facility Indebtedness which would otherwise remain guaranteed by such Subsidiary Guarantor also release their Group Debt Facility Guarantee by such Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Group Debt Facility Indebtedness), (iii) merger or consolidation of such Subsidiary containing representations Guarantor with and warranties on behalf into the Company or another Subsidiary Guarantor or (iv) payment in full of the aggregate principal amount of the Notes then outstanding, any interest then accrued thereon and unpaid and any Make Whole-Amount, if applicable; provided that, in each case specified in the foregoing clauses (i) through (iv), (1) after giving effect to such release and discharge no Default or Event of Default shall have occurred and be continuing, (2) no amount is then due and payable under the Subsidiary Guarantee by such Subsidiary Guarantor, (3) such Subsidiary Guarantor is not at the time a guarantor under any other Group Debt Facility Guarantee that is not also concurrently being released and discharged and (4) the Company shall have given notice accompanied by a certificate of a Senior Financial Officer to certify compliance with the foregoing requirements. Upon any such occurrence specified in this Section 9.6(b), and upon receipt of the certificate described in clause (4) of the preceding proviso the holders shall, at the Company’s expense, execute any documents reasonably required by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. (c) Neither the Company nor any such Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any such Subsidiary Guarantee or any such release, termination or discharge. (d) The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to the same effect, mutatis mutandismaximum amount, as those contained in Sections 5.1will, 5.2, 5.6, 5.7, 5.16 after giving effect to all other contingent and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing fixed liabilities of such Subsidiary and Guarantor, result in the due authorization by all requisite action on the part obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.” 1.4 Section 10.2 of the execution and delivery Note Agreements is hereby amended by (a) deleting the word “and” from the end of such Subsidiary Guaranty and clause (iii), (b) inserting the performance by such Subsidiary of its obligations thereunder; and following as new clause (iv): “(iv) an opinion Indebtedness for Money Borrowed of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed owing in respect of Group Debt Facility Guarantees executed in conformity with the provisions of Section 9.6; and”, (c) re-numbering existing clause (iv) as clause “(v)”, (d) deleting in new clause (v) the words “clauses (i) through (iii)” and inserting “clauses (i) through (iv)” in lieu thereof and (e) deleting in new clause (v) the words “pursuant to this clause (iv)” and inserting “pursuant to this clause (v)” in lieu thereof. 1.5 Section 10.3 of the ClosingNote Agreements is hereby amended by deleting in clause (xi) the reference to “Section 10.2(iv)” and inserting “Section 10.2(v)” in lieu thereof. 1.6 Section 10.4 of the Note Agreements is hereby amended to read in its entirety as follows:

Subsidiary Guarantors. (a) The Parent REIT and the Company Obligors will cause each of its their Subsidiaries that guarantees or otherwise becomes liable for the repayment at any time, whether as a borrower or an additional or co-co- borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to: (i) concurrently therewith become a Subsidiary Guarantor of all amounts due under this Agreement and the Notes by executing and delivering to concurrently therewith: (a) enter into each holder of Notes a joinder to the Subsidiary Guaranty (or an addendum thereto in the form and substance appended attached to the such Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty); and and (bii) deliver the following to each Purchaser and holder of a Note: : (iA) an executed counterpart of such joinder Subsidiary Guaranty (or executed addendum in the form attached to the such Subsidiary Guaranty; ); (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiib) all documents as At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty may be reasonably requested discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder effective upon the satisfaction of the following conditions (and without the need for the execution or delivery of any other document by the Required Holders to evidence holders): (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the due organization, continuing existence and good standing release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and the after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due authorization by all requisite action on the part of and payable under such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and Guaranty, (iv) an opinion of counsel if in connection with respect to such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee is given to any holder of Indebtedness under such joinder in Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration (on a pro rata basis) substantially concurrently with the form release hereunder and (v) each holder shall have received a certificate of opinion delivered at the Closing with respect a Senior Financial Officer certifying as to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingmatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b) deliver the following to each Purchaser and of holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingRequired Holders may reasonably request.

Subsidiary Guarantors. (a) The Parent REIT Guarantor and the Company will cause Borrower shall, (x) at all times, not later than the date on which the applicable Compliance Certificate is required to be delivered hereunder, for each other Person (other than an Excluded Subsidiary) becoming a Material Subsidiary (whether by acquisition of its Subsidiaries a Property or otherwise) and each Subsidiary that guarantees is a Material Subsidiary and that is not a Subsidiary Guarantor ceasing to be an Excluded Subsidiary, and each Subsidiary of the Parent Guarantor that owns, directly or otherwise becomes liable indirectly, any Equity Interest of any of such Subsidiaries, in each case during the fiscal quarter for which such Compliance Certificate is required, to the extent necessary to satisfy the Guaranty Requirement as of the last day of such fiscal quarter and (y) at all times, not later than the date any time, whether as Subsidiary of the Parent Guarantor that is a borrower or an additional a guarantor, or co-otherwise has a payment obligation in respect of, any Unsecured Indebtedness, becomes a borrower or otherwise, for guarantor or otherwise incurs such payment obligation in respect of such Unsecured Indebtedness (other than intercompany Indebtedness between or among any Indebtedness under any Primary Credit Facility of the Parent Guarantor, the Borrower and their Subsidiaries), deliver or cause to concurrently therewith: (a) enter into a joinder be delivered to the Subsidiary Guaranty Administrative Agent each of the following items, each in the form and substance appended reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Material Subsidiary, and (ii) the items with respect to such Material Subsidiary Guaranty as Exhibit A thereto executed at that would have been delivered under Sections 6.1.(iv) through (viii) if such Material Subsidiary had been a Subsidiary Guarantor on the Closing, a guarantor Joinder Agreement Effective Date (as defined in the Intercreditor Agreement) (if applicablecase of Section 6.1.(iv), and only to the extent requested by the Administrative Agent in connection with a Grantor Joinder Agreement (as defined new Borrowing Base Property). Nothing contained in this Section shall supersede, modify or otherwise affect the Intercreditor Agreement) (if applicable); andprovisions of Sections 4.1. or 4.2. (b) deliver TheAfter giving pro forma effect to any Subsidiary that shall become a Subsidiary Guarantor in accordance with Section 8.14.(a)(x),the Parent Guarantor and the following Borrower shall not permit Adjusted TotalUnencumbered Asset Value attributable to each Purchaser assets Borrowing Base Properties directly owned byin fee simple by, or subject to a Qualified Ground Lease to, the Borrower and holder Subsidiarythe Guarantors to be less than 90% of Adjusted Totalthe total Unencumbered Asset Value at any timeas of the last day of any fiscal quarter (the “Guaranty Requirement”). (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, a Note: Subsidiary Guarantor from the Guaranty so long as: (i) an executed counterpart such Subsidiary Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of such joinder the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary Guaranty; or a Subsidiary; (ii) such Subsidiary Guarantor is not otherwise required to be a certificate signed by an authorized responsible officer party to the Guaranty under Section 8.14.(a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such Subsidiary containing representations release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; and warranties on behalf (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request 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 Subsidiary to request and as of the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 date of the effectiveness of such request) are true and 5.18 of this Agreement (but correct with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B request. The Administrative Agent agrees to furnish to the Subsidiary Guaranty; (iii) all documents Borrower, promptly after the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingBorrower.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into Promptly after any Person is required by Section 6.01(f) to be disclosed as an Eligible Material Subsidiary (and in any event within 30 days (or such greater number of days to which the Administrative Agent may agree) thereafter), the Borrower shall cause such Person to (i) become a joinder Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v) and (vi) of Section 4.01(a) 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 clause (i) of this Section 6.10(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If, pursuant to clauses (b) or (d) of the definition of Ineligible Material Subsidiary, the Borrower elects to provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary, the Borrower shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries. Compliance by Substitute Guarantors with the preceding sentence in place of such Ineligible Material Subsidiary shall be deemed to satisfy the Borrower’s obligations under the first sentence of this Section 6.10(a) with respect to such Material Subsidiary. (i) Upon and no later than 30 days after the delivery to the Administrative Agent of the annual Financial Statements and accompanying Compliance Certificate pursuant to Section 6.01(b) and (c), in relation to any Subsidiary Guarantor that has ceased to be a Material Subsidiary as of the end of such fiscal year (other than a Subsidiary Guarantor which was not a Material Subsidiary at the time it became a Subsidiary Guarantor), (ii) upon and no later than 30 days after the delivery to the Administrative Agent of evidence in form and substance appended satisfactory to the Administrative Agent that a Subsidiary Guaranty as Exhibit A thereto executed at Guarantor has been released (or will concurrently be released upon the Closing, a guarantor Joinder effectiveness of the release hereunder) from all of its obligations under the guarantees related to the Existing BAML Credit Agreement (as defined in and the Intercreditor Agreement) Existing Flex Indentures (if applicable), or (iii) upon and no later than 30 days after the Borrower receives notice that a Grantor Joinder Agreement Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of the satisfaction of clauses (as defined in the Intercreditor Agreementa)(i), (a)(ii) (if applicable); and or (b) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Guarantor hereunder and the Borrower is unable, with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an Eligible Material Subsidiary (in each case, a “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of clause (a)(i) of the definition of “Ineligible Material Subsidiary,” which the Borrower is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such proviso shall not apply), the Borrower may deliver to the following to each Purchaser and holder Administrative Agent a duly executed certificate of a Note: (i) an executed counterpart Responsible Officer of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effectBorrower, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B F (“Guarantor Release Certificate”) and, upon the receipt of such certificate by the Administrative Agent, such Releasable Subsidiary shall thereupon cease to be a Subsidiary Guarantor, subject to the Subsidiary Guaranty; possible future application of Section 6.10(a). The Administrative Agent shall with reasonable promptness execute and deliver such reasonable release documentation (iii) all documents as may be reasonably requested which shall contain appropriate representations and warranties by the Required Holders Borrower as to evidence the due organizationcircumstances underlying such release transaction, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action but shall require no representation, warranty or other undertaking on the part of such Subsidiary the Administrative Agent) as the Borrower may reasonably request to evidence the release and termination of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty as to such Releasable Subsidiary. No release of any Subsidiary Guarantor shall in any way modify, affect or impair the enforceability of the Subsidiary Guaranty in respect of any other Subsidiary Guarantor. From and after the date on which all Subsidiary Guarantors that existed as cease to be Subsidiary Guarantors and there are no guarantors pursuant to the Existing BAML Credit Agreement or an Existing Flex Indenture until such date (if any) on which one or more Subsidiaries have become guarantors pursuant to the Existing BAML Credit Agreement or an Existing Flex Indenture, (x) the obligations of the ClosingBorrower under Section 6.10(a), Section 6.01(f) and Section 6.01(i) shall be suspended, (y) the references to “Eligible Material Subsidiaries” contained in Section 7.01(e) and Section 7.02(b), shall be deemed references to “Subsidiaries” and (z) the application of Section 7.01(h)(y), the last sentence of the definition of “Material Subsidiary” and the proviso in Section 7.11(j) shall be suspended.

Subsidiary Guarantors. (a) The Parent REIT and the Company will shall cause each of its Subsidiaries that guarantees the Original Subsidiary Guarantors to execute and deliver, on or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at before the Closing, a guarantor Joinder and thereafter shall cause each Additional Subsidiary Guarantor to execute and deliver, the Subsidiary Guarantee Agreement (as defined in pursuant to which each such Subsidiary shall guarantee the Intercreditor Agreement) (if applicable), payment of all amounts payable by the Company hereunder and a Grantor Joinder Agreement (as defined in under the Intercreditor Agreement) (if applicable); andNotes and the performance of all obligations of the Company hereunder and under the Notes. (b) In connection with the delivery of the Subsidiary Guarantee Agreement, the Company shall cause each Subsidiary Guarantor to deliver the following to each Purchaser and holder Holder of a Note: the Notes (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations documents and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but evidence with respect to such Subsidiary and such Subsidiary Guaranty rather than Guarantor as any Holder may reasonably request in order to establish the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary Guarantor and evidence that the due authorization by all requisite action on the part Board of Directors of such Subsidiary of Guarantor has adopted resolutions authorizing the execution and delivery of the Subsidiary Guarantee Agreement to which such Subsidiary Guaranty and Guarantor is a party, (ii) evidence that the performance by Subsidiary Guarantee Agreement does not violate any of such Subsidiary Guarantor's outstanding debt instruments in the form of its obligations thereunder; and(A) a certificate from such Subsidiary Guarantor to such effect, (B) consents or approvals of the holder or holders of any Security, and/or (C) amendments of agreements pursuant to which any Security may have been issued, all as may be reasonably deemed necessary by the Holders to permit the execution and delivery of the Subsidiary Guarantee Agreement to which such Subsidiary Guarantor is a party, (iii) a certificate of such Subsidiary as to the matters described in Exhibit 10.11 (a) hereto and such certificates or other evidence as any Holder may reasonably request to establish that the transactions contemplated by the Subsidiary Guarantee Agreement to which such Subsidiary Guarantor is a party shall not subject any such Subsidiary Guarantor to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, (iv) an opinion of independent counsel (which opinion, in scope, form and substance, and counsel, shall be reasonably satisfactory to the Holders) and (v) all other documents and showings reasonably requested by the Holders in connection with the execution and delivery of the Subsidiary Guarantee Agreement to which such Subsidiary Guarantor is a party, which documents shall be satisfactory in form and substance to the Holders and their special counsel, and each Holder shall have received a copy (executed or certified as may be appropriate) of all of the foregoing legal documents. (c) Subject to compliance with Section 10.11(d) hereof, in the event that a Subsidiary Guarantor at any time is not, or ceases to be, a guarantor of any Funded Debt (other than the Notes) of the Company or another Subsidiary, the Company may request that the Holders of the Notes terminate the Subsidiary Guarantee Ageement as to such Subsidiary Guarantor and upon evidence reasonably satisfactory to the Holders (and their special counsel if required by the Holders) that such Subsidiary Guarantor is not, or has indeed ceased to be, a guarantor of any Funded Debt of the Company or another Subsidiary, the Holders will terminate the Subsidiary Guarantee Agreement with respect to such Subsidiary Guarantor. (d) In addition to the other limitations contained in this Agreement, the Company will not permit any Subsidiary which is not a Subsidiary Guarantor at that time to be or become liable in respect of any other Guaranty after the date hereof; PROVIDED, however, that such Subsidiary may execute and deliver such subsequent Guaranty so long as the Company shall contemporaneously therewith cause such Subsidiary to execute and deliver, and such joinder in substantially the form of opinion delivered at the Closing with respect Subsidiary shall execute and deliver, to the Holders of the Notes, the Subsidiary Guaranty Guarantee Agreement together with all other documents, ageement, certificates and opinions in compliance with the terms and provisions of this Section 10.11. It being the intent of this Section 10.11 (d) that at all times the Company shall cause all Subsidiaries which have executed and delivered Guaranties to Holders of Funded Debt of the Company and/or any other Subsidiary to be Subsidiary Guarantors that existed as in accordance with and pursuant to the provisions of this Section 10.11. (e) All reasonable out-of-pocket fees and expenses of the ClosingHolders of the Notes, including, without limitation, the reasonable fees and expenses of special counsel to the Holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guarantee Ageement and the related ageements and opinions described above shall be borne by the Company.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into The Subsidiary Guarantors as of the Closing Date are listed on Schedule 5.10(a). Subject to clause (c) below, if any Subsidiary is created or acquired after the Closing Date, it shall also become a joinder Subsidiary Guarantor by delivering a Joinder Agreement pursuant to Section 10.12 if (i) the Subsidiary is organized under the laws of the United States or Canada (or a political subdivision thereof) or (ii) is organized under the laws of any other jurisdiction unless (A) the Subsidiary has a net asset value of less than $1,000,000, (B) the Term Borrower has provided the Administrative Agent with written advice in form and substance, and from a law firm, satisfactory to the Subsidiary Guaranty in the form and substance appended Administrative Agent to the effect that there are legal impediments to the ability of such Subsidiary Guaranty as Exhibit A thereto executed at to provide such a guarantee or that the Closingexistence of such a guarantee would give rise to a material adverse tax consequence to any Angiotech Party, or (C) the Administrative Agent has reasonably determined that the costs of obtaining such guarantee would be disproportionate in relation to the value of the guarantee. Any Subsidiary that Guarantees all or any portion of the obligations under the Subordinated Note Documents shall also be a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); andSubsidiary Guarantor. (b) deliver The Term Borrower shall give the following Administrative Agent prompt written notice of the creation or acquisition of any Subsidiary. If any such Subsidiary does not initially become a Subsidiary Guarantor pursuant to each Purchaser and holder clauses (A), (B) or (C) of Section 5.10(a) above, but the circumstances described in these clauses cease to apply, then such Subsidiary shall become a Subsidiary Guarantor. (c) If the acquisition of a Note: (i) an executed counterpart of Subsidiary is financed in whole or in substantial part by Non-Recourse Indebtedness incurred by such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of Subsidiary, then such Subsidiary containing representations need not become a Subsidiary Guarantor unless and warranties on behalf of until such Indebtedness has been repaid. Any such Subsidiary that has not become a Subsidiary Guarantor is referred to as an “Unrestricted Subsidiary” and shall not be restricted by the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 provisions of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents except as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingotherwise set forth herein.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that (x) guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary the Bank Credit Facility Agreement or (y) owns a Qualifying Unencumbered Project and incurs Recourse Indebtedness to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b) deliver the following to each Purchaser and of holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty;; Associated Estates Realty Corporation Note Purchase Agreement (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.19 and 5.18 5.20 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingRequired Holders may reasonably request.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Debt under any Primary Material Credit Facility to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.8 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive pro rata consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Subsidiary Guarantors. The Parent REIT and (a) In the case of a Restricted Subsidiary (1) that is, or is proposed by the Company will cause each of its Subsidiaries or any Restricted Subsidiary to be, established after the Original Issue Date, (2) that guarantees or otherwise becomes liable at is incorporated in any timejurisdiction other than the PRC, whether as a borrower or an additional or co-borrower or otherwise, for or and (3) in respect of which the Company or any Indebtedness under any Primary Credit Facility Restricted Subsidiary is proposing to sell, whether through the sale of existing shares or the issuance of new shares, no less than 20% and no more than 49.9% of the Capital Stock of such Restricted Subsidiary, the Company may, concurrently therewith: with the consummation of such sale or issuance, provide a JV Subsidiary Guarantee instead of a Subsidiary Guarantee for (a) enter into a joinder to the such Restricted Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the Restricted Subsidiaries of such Restricted Subsidiary that are organized in any jurisdiction other than the PRC, if the following to each Purchaser conditions, in the case of both (a) and holder of a Note(b), are satisfied: (i) an executed counterpart as of the date of execution of a JV Subsidiary Guarantee, no document exists that is binding on the Company or any Restricted Subsidiary that would have the effect of (a) prohibiting the Company or any Restricted Subsidiary from providing a JV Subsidiary Guarantee or (b) requiring the Company or any Restricted Subsidiary to deliver or keep in place a guarantee on terms that are more favorable to the recipients of such joinder to guarantee than the JV Subsidiary GuarantyGuarantee; (ii) such sale or issuance of Capital Stock is made to, an Independent Third Party at a certificate signed consideration that is not less than the appraised value of such Capital Stock determined by an authorized responsible officer independent appraisal firm of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than recognized international standing appointed by the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by of the Required Holders date of execution of the JV Subsidiary Guarantee, after giving effect to evidence the due organization, continuing existence and good standing issuance or sale of Capital Stock of such Restricted Subsidiary and that becomes a JV Subsidiary Guarantor, the due authorization by Non-Guaranteed Portion with respect to all requisite action on the part of such Subsidiary of the execution JV Subsidiary Guarantors then existing and delivery their respective Restricted Subsidiaries does not exceed 10.0% of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; andTotal Assets; (iv) all capital contributions (by way of transfer of cash or other property or any payment for property or services for the use of others or otherwise) to be made into a JV Subsidiary Guarantor from the date of issuance or sale of Capital Stock of such Restricted Subsidiary that becomes such JV Subsidiary Guarantor as referred to above, shall be made directly or by contribution of assets or services having an opinion equivalent Fair Market Value by (i) the Company and its Restricted Subsidiaries and (ii) such Independent Third Party that purchased or subscribed for Capital Stock of counsel such Restricted Subsidiary that becomes JV Subsidiary Guarantor in proportion to their respective direct or indirect ownership percentages of the Capital Stock of such JV Subsidiary Guarantor; (v) concurrently with respect providing the JV Subsidiary Guarantee, the Company shall or shall cause such JV Subsidiary Guarantor to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect deliver to the Trustee or the Shared Security Agent, as applicable: (A) a duly executed JV Subsidiary Guaranty Guarantee and each Restricted Subsidiary Guarantors of such JV Subsidiary Guarantor that existed as is not organized under the laws of the Closing.PRC, and (B) a duly executed supplemental indenture to the Indenture pursuant to which such JV Subsidiary Guarantor will guarantee the payment of the Notes, each of which provides, among other things, that the aggregate claims of the Trustee under such JV Subsidiary Guarantee and all JV Subsidiary Guarantees provided by the Restricted Subsidiaries and shareholders of such JV Subsidiary Guarantor will be limited to the JV Entitlement Amount;

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Debt under any Primary Material Credit Facility to concurrently therewith: : (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and and (bii) deliver the following to each Purchaser and holder of a Note: : (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; ; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, (b) At the election of the Company and by written notice to each holder of Notes, 5.7any Subsidiary Guarantor that has provided a Subsidiary Guaranty may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, 5.16 and 5.18 of this Agreement provided that (but with respect to i) if such Subsidiary and Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guaranty rather than Guarantor has been released and discharged (or will be released and discharged concurrently with the Company) in the form release of Exhibit B to the such Subsidiary Guarantor under its Subsidiary Guaranty; ) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith, and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.7 and Section 10.8, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing Debt of such Subsidiary and the due authorization by all requisite action on the part of shall be deemed to have been incurred concurrently with such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingrelease.

Subsidiary Guarantors. i) The Parent REIT and the Company will (x) cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timeliable, whether as a borrower or an additional or co-borrower or otherwise, otherwise for or in respect of any Indebtedness under the Bank Credit Agreement or any Primary Credit Facility of the Bonds or any other unsecured Indebtedness of the Company (collectively, “Parity Indebtedness”), to concurrently therewith, and (y) within five Business Days after the Company fails to maintain an Investment Grade Rating from any two of the Rating Agencies, cause each Unencumbered Property Owner Subsidiary to: (a1) enter into execute a joinder Subsidiary Guaranty Agreement substantially in the form of Exhibit SGA (the “Subsidiary Guaranty Agreement”) or, if the Subsidiary Guaranty Agreement is then in effect, a supplement to the Subsidiary Guaranty Agreement in the form and substance appended to the Subsidiary Guaranty as of Exhibit A thereto executed at the Closing, (a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty Supplement”); and (b2) deliver the following to each Purchaser and holder of a Note: (ia) the executed Subsidiary Guaranty Agreement or, if applicable, an executed counterpart of such joinder to the Subsidiary GuarantyGuaranty Supplement; (iib) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(b), 5.25.2(b), 5.65.6(b), 5.7, 5.16 5.7(b) and 5.18 5.19 of this Agreement (but with respect to such Subsidiary, the Subsidiary and Guaranty Agreement and, if applicable, such Subsidiary Guaranty rather than the CompanySupplement) and in the form of attached hereto as Exhibit B to the Subsidiary Guaranty9.9(a)(2)(ii); (iiic) all documents as may be reasonably requested a certificate signed by the Required Holders to evidence the due organization, continuing existence and good standing a secretary or a similar duly authorized officer of such Subsidiary and which contains, as exhibits thereto, copies of (A) the due authorization by all requisite action on unanimous written consent or authorizing resolutions of the part board of directors, sole member or other governing body, as applicable, of such Subsidiary with respect to the transactions described in the Subsidiary Guaranty Agreement and, if applicable, such Subsidiary Guaranty Supplement, (B) such Subsidiary’s articles or certificate of organization (or similar constituent document) as then in effect, as evidenced by a certificate dated not less than 30 days before the date of the execution Subsidiary Guaranty Agreement or, if applicable, such Subsidiary Guaranty Supplement issued by the secretary of state or comparable official of such Subsidiary’s jurisdiction of organization, (C) such Subsidiary’s by-laws, operating agreement, partnership agreement or similar constituent document, as then in effect, (D) a copy of a good standing (or comparable) certificate with respect to such Subsidiary, dated not less than 30 days before the date of the Subsidiary Guaranty Agreement or, if applicable, such Subsidiary Guaranty Supplement, issued by the secretary of state or comparable official of such Subsidiary’s jurisdiction of organization and delivery (E) an incumbency and signatures schedule of the officers of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderGuarantor; and (ivd) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering the matters set forth in Section III paragraphs 2, 4, 5, 7 and 9 of Schedule 4.4 (a) but relating to such Subsidiary, the Subsidiary Guaranty Agreement and, if applicable, such Subsidiary Guaranty Supplement, and such joinder which opinion may be subject to assumptions, qualifications and limitations similar to those set forth in substantially said Schedule 4.4(a). (b) At the form election of opinion delivered at the Closing with respect Company and by written notice to each holder of Notes, any Subsidiary Guarantor that is a party to the Subsidiary Guaranty Agreement (including any Subsidiary Guarantor that becomes a party thereto by virtue of a Subsidiary Guaranty Supplement) shall be discharged from all of its obligations and liabilities under the Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (1) at the time of such release and discharge, the Company shall have an Investment Grade Rating from at least two of the Rating Agencies, (2) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Parity Indebtedness, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty Agreement) from its Guaranty or other liability in respect of such Parity Indebtedness, (3) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (4) no amount is then due and payable under the Subsidiary Guaranty Agreement, (5) if in connection with such Subsidiary Guarantor being released and discharged from its Guaranty or other liability in respect of such Parity Indebtedness, any fee or other form of consideration (excluding reimbursement of expenses) is given to any holder of Indebtedness under any such agreement for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (6) each holder shall have received a certificate of a Responsible Officer of the Company certifying as to the matters set forth in clauses (1) through (5). (c) Notwithstanding the requirements of Section 17.1, the consent of each holder of Notes shall be required for any release and discharge of all or substantially all of the Subsidiary Guarantors from their obligations and liabilities under the Subsidiary Guaranty Agreement that existed as is not made in accordance with the preceding sentence. 1.10. Section 9.10 of the Closing.Original Note Purchase Agreement shall be and is hereby amended and restated in its entirety to read as follows:

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiary Guaranty as Exhibit A thereto executed at Guarantors, of (x) the Closingprompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, a guarantor Joinder Agreement interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (as defined in y) the Intercreditor Agreement) (if applicable)performance, observance and discharge by the Company of each and every covenant, agreement, and duties required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary Guarantor containing representations and warranties on behalf of such Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably and customarily requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary Guarantor and the due authorization by all requisite action on the part of such Subsidiary Guarantor of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary Guarantor of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such customary matters relating to such Subsidiary Guarantor and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request and consistent with those opinions delivered pursuant to Section 4.13(b)(iv). Waste Connections, Inc. Note Purchase Agreement (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution and delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness, in its capacity as a holder of such Indebtedness, under such Material Credit Facility for such release, other than the repayment of all or a portion of such Indebtedness, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith (provided that, for the avoidance of doubt, this condition shall not apply to customary and usual fees paid in connection with (x) the termination and replacement of a Material Credit Facility or (y) the amendments to the 2008 NPA in connection with the Merger Transactions and, in each case, out-of-pocket expenses, including attorneys’ fees, incurred in connection therewith), and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Sections 10.1(b) and 10.2(k), all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. (a) The Parent REIT Company will cause any and all of its direct and indirect Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly become a Subsidiary Guarantor hereunder by way of execution of a Subsidiary Guaranty or Guarantor Supplement, as applicable. Furthermore, within 30 days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to MetLife, the Purchasers and/or holders of the Notes pursuant to Section 7.1(a) and/or (b), the Company will cause each such Domestic Subsidiary to become a Subsidiary Guarantor hereunder by way of its Subsidiaries execution of a Subsidiary Guaranty or a Guarantor Supplement, as applicable. In connection with the foregoing, the Company shall deliver to MetLife (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) such Organization Documents, officer’s certificates and opinions of in-house counsel as MetLife, the Purchasers and/or holders of the Notes, as applicable, may reasonably request; provided that, upon reasonable request of MetLife, the Purchasers and/or holders of the Notes, as applicable, the Company shall deliver opinions of outside counsel with respect to such Subsidiary Guarantors. (b) If at any time any Subsidiary that guarantees is not required to be a Subsidiary Guarantor hereunder provides a guarantee or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwiseotherwise of, for the Company’s obligations under any Material Credit Facility or any other senior Indebtedness in excess of $25,000,000, the Company will then promptly cause such Subsidiary (other than Graybar Canada) to become a Subsidiary Guarantor hereunder by way of execution of a Subsidiary Guaranty or a Guarantor Supplement, as applicable; provided, however, that the foregoing shall not apply to any guaranty created, issued, incurred or assumed by a Foreign Subsidiary in respect of Indebtedness incurred by any other Subsidiary so long as such Foreign Subsidiary that creates, incurs or assumes such guaranty has not also created, issued, incurred or assumed a guaranty in respect of Indebtedness under incurred by the Company or any Primary Domestic Subsidiary pursuant to the Material Credit Facility Facility. In connection with the foregoing, the Company shall deliver to concurrently therewith:MetLife (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) such Organization Documents, officer’s certificates and opinions of counsel as MetLife, the Purchasers and/or the holders of the Notes, as applicable, may reasonably request. (ac) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed If, at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder end of a Note: fiscal quarter, the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather other than the Companyaggregate net revenues of Graybar Services, Inc. and Graybar Financial Services, Inc. and their respective Subsidiaries) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary exceeds 10% of the execution aggregate net revenues of the Company and delivery of such Subsidiary Guaranty and its Subsidiaries for the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed last 12 month period ended as of the Closingend of such fiscal quarter, the Company shall cause Domestic Subsidiaries that are not Credit Parties to become Subsidiary Guarantors by executing and delivering to MetLife (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) a Guarantor Supplement as and to the extent required so that the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (other than the aggregate net revenues of Graybar Services, Inc. and Graybar Financial Services, Inc. and their respective Subsidiaries) no longer exceeds 10% of the aggregate net revenues of the Company and its Subsidiaries for the last 12 month period ended as of the end of such fiscal quarter. In connection with the foregoing, the Company shall deliver to MetLife (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) such Organization Documents, officer’s certificates and opinions of counsel as MetLife, and the Purchasers and/or holders of the Notes, as applicable, may reasonably request.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timean obligor, whether as a borrower or an additional or co-co- borrower or otherwise, for or in respect of any Indebtedness Debt under any Primary Material Credit Facility to concurrently therewithor any Existing Note Purchase Agreement to: (ai) concurrently therewith enter into a joinder to the Subsidiary Guaranty an agreement substantially in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreementof Schedule 9.7(a) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty”); and (bii) within five Business Days thereafter, deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iiiB) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite legal entity action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and; (ivC) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder Subsidiary Guaranty as the Required Holders may reasonably request; and (D) evidence of the acceptance by the Company of the appointment of designation, as such Subsidiary Guarantor’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to February 26, 2027 (and the payment in substantially full of all fees in respect thereof). (b) At the form election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or obligor in respect of any Material Credit Facility or any Existing Note Purchase Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility and each such Existing Note Purchase Agreement, as the case may be, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or Existing Note Purchase Agreement for such release, the holders of the ClosingNotes shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.1, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release. 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 be deemed not to be a Person that is liable in respect of a Material Credit Facility if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Material Credit Facility and (ii) is not obligated for, or does not otherwise guaranty, the obligations under a Material Credit Facility of any Person who is organized under the laws of the United States of America or any state thereof.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries (other than Foreign Subsidiaries) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-co - borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (ai) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries providing a guaranty, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”) or (B) a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable)Guaranty; and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty or a joinder to the Subsidiary Guarantythereto; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility specifically for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees any Subsidiary which becomes obligated for, or otherwise becomes liable at any timeguarantees, whether as a borrower or an additional or co-borrower or otherwise, for or Indebtedness in respect of the Bank Credit Agreement, to deliver to each of the Holders of the Notes (concurrently with the incurrence of any Indebtedness under any Primary Credit Facility to concurrently therewith: (asuch obligation) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteitems: (i) an a duly executed counterpart of such joinder guaranty agreement (the “Subsidiary Guaranty") in scope, form and substance satisfactory to the Subsidiary GuarantyRequired Holders; (ii) a certificate signed an amendment to this Agreement, duly executed by an authorized responsible officer of such Subsidiary containing representations the Company, that is satisfactory in scope, form and warranties on behalf of such Subsidiary substance to the same effectRequired Holders, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 incorporating customary events of default for the Subsidiary Guarantors and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested a certificate signed by an authorized Responsible Officer of the Required Holders Company making representations and warranties to evidence the due organizationeffect of those contained in Sections 5.2, continuing existence 5.4(c) and good standing of (d), 5.6 and 5.7, with respect to such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderGuaranty, as applicable; and (iv) an opinion of counsel with respect (who may be in-house counsel for the Company) addressed to such Subsidiary and such joinder in substantially each of the form Holders of opinion delivered at the Closing with respect 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 Guarantors that existed Guaranty constitutes the legal, valid and binding contract and agreement of such Person 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. (b) The holders of the ClosingNotes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of 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 the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreement 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 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 given to any holder of Indebtedness of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith:: Gas Natural Inc. Note Purchase Agreement (a) enter into execute and deliver a joinder to the an existing Subsidiary Guaranty (each, a “Joinder Agreement”) or execute and deliver a Subsidiary Guaranty in substantially the form of the attached Exhibit 2.2 (each, an “Additional Subsidiary Guaranty”), providing for the guaranty by such Subsidiary, on a joint and substance appended several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Subsidiary Guaranty as Exhibit A thereto executed at Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the ClosingCompany thereunder and (ii) the prompt, a guarantor Joinder full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement (as defined in the Intercreditor Agreement) (if applicable)to be performed, and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable)observed or discharged by it; and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Joinder Agreement or such Additional Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Joinder Agreement or Additional Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Joinder Agreement or Additional Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Joinder Agreement or Additional Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingRequired Holders may reasonably request.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty;; The York Water Company Note Purchase Agreement (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. The Parent REIT (i) Each Material Subsidiary, other than the Specified Subsidiaries, shall become a Guarantor on the Effective Date, and shall remain a Guarantor until the Company will earlier of the Investment Grade Rating Date or date on which it is no longer a Material Subsidiary and is released pursuant to clause (e) below, subject to re-instatement as a Guarantor by operation of clause (ii) below. Following the Effective Date and at all times prior to the Investment Grade Rating Date, not later than the applicable Required Delivery Date, the Borrower shall cause any Person that is or becomes a Material Subsidiary, and each Specified Subsidiary that is a Material Subsidiary as of its Subsidiaries the Required Delivery Date, to deliver to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the other items required to be delivered under the following subsection (d), to the extent not previously delivered. Additionally, promptly (and in any event not later than the applicable Required Delivery Date) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from being a Material Subsidiary on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this subsection (b) and become an additional Guarantor. (ii) At all times after the Investment Grade Rating Date, the Borrower shall, not later than the applicable Required Delivery Date, cause any Subsidiary that is not already a Guarantor to execute and deliver to the Administrative Agent an Accession Agreement (or if at any time the Guaranty delivered pursuant to Section 4.1 has been terminated after a release of all Guarantors party thereto, a Guaranty), together with the other items required to be delivered under the immediately following subsection (d), if such Subsidiary (A)(i) owns one or more Eligible Properties or (ii) directly or indirectly owns any Equity Interest in a Subsidiary that owns one or more Eligible Properties, and (B) incurs, guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or obligated in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Recourse Indebtedness. Any such Accession Agreement (or Guaranty, as defined in the Intercreditor Agreementapplicable) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following delivered pursuant to each Purchaser and holder of a Note: clauses (i) an executed counterpart of such joinder to the Subsidiary Guaranty; or (ii) a certificate signed of this Section 5.13(b) and the other items required under the immediately following subsection (d) shall, unless otherwise approved by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary the Administrative Agent, be delivered to the same effectAdministrative Agent not later than (x) in the case of Specified Subsidiaries, mutatis mutandisJune 15, as those contained in Sections 5.12017, 5.2and (y) for any other Material Subsidiary, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but the date on which the Compliance Certificate is required to be delivered with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) any fiscal quarter (or fiscal year in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary case of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivfourth fiscal quarter) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as during which any of the Closingabove conditions first applies to a Subsidiary (the “Required Delivery Date”).

Subsidiary Guarantors. (a) The Parent REIT and the Company Issuer will cause each of its Subsidiaries that (x) guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility or the 2014 Note Purchase Agreement (collectively, the “Material Credit Facilities”), or (y) (i) owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness, to concurrently therewith: (a1) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended reasonably satisfactory to the Required Holders (it being understood and agreed that any agreement substantially similar to the subsidiary guarantee required by the Material Credit Facilities shall be deemed satisfactory to the Required Holders) providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Issuer thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b2) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) to the extent required under any Material Credit Facility, a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 Section 5 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary GuarantyIssuer); (iii) all to the extent required under any Material Credit Facility, documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required under any Material Credit Facility, an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as the Required Holders may reasonably request. Retail Properties of the Closing.America, Inc. Note Purchase Agreement

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (ai) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries providing a guaranty, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”) or (B) a joinder to the Subsidiary Guaranty Guaranty, which may include changes as necessary or appropriate (in the form and substance appended reasonable determination of counsel to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in the Intercreditor any applicable jurisdiction; and Antares Strategic Credit Fund Note Purchase Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty or a joinder to the Subsidiary Guarantythereto; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility specifically for such release, equivalent consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the ClosingNotes substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Parent REIT and the Company Issuer will cause each of its Subsidiaries that (x) guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility Facility, or (y) is or becomes liable for any Recourse Indebtedness (other than a Subsidiary of the Issuer which (A) owns a single project encumbered by Liens securing Secured Indebtedness permitted to exist hereunder or (B) is not a Wholly-Owned Subsidiary of the Issuer), to concurrently therewith: (a1) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended reasonably satisfactory to the Required Holders (it being understood and agreed that any agreement substantially similar to the subsidiary guarantee required by the Primary Credit Facility shall be deemed satisfactory to the Required Holders) providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Issuer thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (b2) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) to the extent required under the Primary Credit Facility, a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 Section 5 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form Issuer); Retail Properties of Exhibit B to the Subsidiary Guaranty;America, Inc. Note Purchase Agreement (iii) all to the extent required under the Primary Credit Facility, documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) to the extent required under the Primary Credit Facility, an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingRequired Holders may reasonably request.

Subsidiary Guarantors. The Parent REIT and Subject to Section 9.10 hereof, the Company will cause each of its Subsidiaries Subsidiary (whether existing or newly acquired) that guarantees delivers a Guaranty, or otherwise becomes liable at obligated in any timemanner (including, whether without limitation, as a borrower or an additional or co-borrower or otherwiseco‑obligor with the Company) (each, for or in respect a "Bank Guaranty"), to any holder of any Indebtedness of the Company outstanding under the Company Credit Agreement (or under any Primary credit facility or other Indebtedness instrument replacing all or part of the Company Credit Facility Agreement) (each such Subsidiary, a "Subsidiary Guarantor") to concurrently enter into a guaranty agreement, in form and substance satisfactory to the Required Holders (each, a "Subsidiary Note Guaranty"), pursuant to which such Subsidiary Guarantor shall guarantee the prompt payment when due (whether at maturity, by acceleration or otherwise) of the principal of all of the Notes and of the interest and the Make-Whole Amount, if any, thereon and the full and prompt performance and compliance by the Company with each of its other obligations under the Note Agreement and the Notes, and, concurrently therewith, the Company shall cause the lenders under such Company Credit Agreement to enter into an intercreditor agreement with the holders of the Notes in form and substance reasonably satisfactory to the lenders under such Company Credit Agreement and the Required Holders (the "Intercreditor Agreement") with respect to the obligations of such Subsidiary Guarantor to the Banks and the holders of the Notes providing for, inter alia, the pro rata sharing of any proceeds received by the lenders under such Company Credit Agreement or the holders of the Notes under any Bank Guaranty or Subsidiary Note Guaranty. Within three Business Days after entering into the Subsidiary Note Guaranty and the Intercreditor Agreement, the Company shall deliver to each of the holders of the Notes the following items: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Note Guaranty; (iib) an executed counterpart of such Intercreditor Agreement; (c) a certificate signed by an the President, a Vice President or another authorized responsible officer of such Subsidiary containing Guarantor making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary Guarantor and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Note Guaranty, as applicable; (iiid) all such documents and evidence with respect to such Subsidiary Guarantor as any holder of the Notes may be reasonably requested by request in order to establish the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary Guarantor and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such transactions contemplated by the Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderNote Guaranty; and (ive) an opinion of internal legal counsel with respect to the Company to the effect that the Subsidiary Note Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and such joinder in substantially similar laws affecting the form enforcement of opinion delivered at the Closing with respect to the Subsidiary Guaranty creditors' rights generally and Subsidiary Guarantors that existed as of the Closingby general equitable principles.

Subsidiary Guarantors. The Parent REIT and the Company Each Subsidiary Guarantor will cause each not, in a single transaction or series of its Subsidiaries that guarantees related transactions, consolidate with or merge with or into, or convey, transfer, lease or otherwise becomes liable at dispose of all or substantially all its assets to, any timePerson nor permit any Person to merge with or into such Subsidiary Guarantor, whether as a borrower or an additional or co-borrower or otherwiseunless the transaction is made in compliance with Sections 6.04 and 6.07, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note:or (i) an executed counterpart the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Guarantor (if not the Subsidiary Guarantor) will expressly assume in writing all the obligations of such joinder to Subsidiary Guarantor under the Subsidiary GuarantyLoan Documents; (ii) immediately before and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a certificate signed by an authorized responsible officer result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary containing representations and warranties on behalf at the time of such Subsidiary to the same effecttransaction), mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 no Default or Event of Default will have occurred and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guarantybe continuing; (iii) all documents as may immediately after giving effect to such transaction, either (x) the Borrower would be reasonably requested by able to Incur an additional $1.00 of Indebtedness under paragraph (a) of Section 6.13 or (y) the Required Holders Consolidated Coverage Ratio for the Borrower and its Restricted Subsidiaries would be equal to evidence or greater than immediately prior to such transaction; (iv) each other Subsidiary Guarantor shall have delivered a written instrument in form and substance satisfactory to the due organization, continuing existence Administrative Agent confirming its Subsidiary Guarantee and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of that its obligations thereunderunder the Loan Documents shall continue to be in effect; and (ivv) the Borrower will have delivered to the Administrative Agent an opinion Officers’ Certificate and, upon request of counsel the Administrative Agent, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such assumption of the Subsidiary Guarantee, if applicable, comply with respect to this Agreement. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of such Subsidiary Guarantor, which properties and assets if held by such joinder in Subsidiary Guarantor instead of its Subsidiaries, would constitute all or substantially all of the form properties and assets of opinion delivered at such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the Closing with respect transfer of all or substantially all of the properties and assets of such Subsidiary Guarantor. Notwithstanding Section 6.11(a)(ii) and (iii) and Section 6.11(b)(ii), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingBorrower.

Subsidiary Guarantors. The Parent REIT and the Company Each Subsidiary Guarantor will cause each not, in a single transaction or series of its Subsidiaries that guarantees related transactions, consolidate with or merge with or into, or convey, transfer, lease or otherwise becomes liable at dispose of all or substantially all its assets to, any timePerson nor permit any Person to merge with or into such Subsidiary Guarantor, whether as a borrower or an additional or co-borrower or otherwiseunless the transaction is made in compliance with Section 6.04, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note:or (i) an executed counterpart the resulting, surviving or transferee Person (the "Successor Guarantor") will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Guarantor (if not the Subsidiary Guarantor) will expressly assume in writing all the obligations of such joinder to Subsidiary Guarantor under the Subsidiary GuarantyLoan Documents; (ii) immediately before and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a certificate signed by an authorized responsible officer result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary containing representations and warranties on behalf at the time of such Subsidiary to the same effecttransaction), mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 no Default or Event of Default will have occurred and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guarantybe continuing; (iii) all documents as may immediately after giving effect to such transaction, either (x) the Borrower would be reasonably requested by able to Incur an additional $1.00 of Indebtedness under paragraph (a) of Section 6.13 or (y) the Required Holders Consolidated Coverage Ratio for the Borrower and its Restricted Subsidiaries would be equal to evidence or greater than immediately prior to such transaction; (iv) each other Subsidiary Guarantor shall have delivered a written instrument in form and substance satisfactory to the due organization, continuing existence Administrative Agent confirming its Subsidiary Guarantee and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of that its obligations thereunderunder the Loan Documents shall continue to be in effect; and (ivv) the Borrower will have delivered to the Administrative Agent an opinion Officers' Certificate and, upon request of counsel the Administrative Agent, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such assumption of the Subsidiary Guarantee, if applicable, comply with respect to this Agreement. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of such Subsidiary Guarantor, which properties and assets if held by such joinder in Subsidiary Guarantor instead of its Subsidiaries, would constitute all or substantially all of the form properties and assets of opinion delivered at such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the Closing with respect transfer of all or substantially all of the properties and assets of such Subsidiary Guarantor. Notwithstanding Section 6.11(a)(ii) and (iii) and Section 6.11(b)(ii), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower, and any Subsidiary Guaranty and Guarantor may consolidate with, merge into or transfer all or part of its properties or assets to another Subsidiary Guarantors that existed as of the ClosingGuarantor.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into Promptly after any Person is required by Section 6.01(f) to be disclosed as an Eligible Material Subsidiary (and in any event within 30 days (or such greater number of days to which the Administrative Agent may agree) thereafter), the Borrower shall cause such Person to (i) become a joinder Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty in or such other document as the form Administrative Agent shall deem appropriate for such purpose, and substance appended (ii) deliver to the Subsidiary Guaranty as Exhibit A thereto executed at Administrative Agent documents of the Closing, a guarantor Joinder Agreement types referred to in clauses (as defined in the Intercreditor Agreement) (if applicableiii), (iv), (v) and a Grantor Joinder Agreement (as defined vi) of Section 4.01(a) 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 clause (i) of this Section 6.10(a)), all in form, content and scope reasonably satisfactory to the Intercreditor Agreement) Administrative Agent. If, pursuant to clause (if applicable); and cclauses (b) deliver or (d) of the following definition of Ineligible Material Subsidiary, the Borrower elects to each Purchaser and holder provide a Substitute Guaranty in replacement of a Note:Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary which is a CFC, the Borrower shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries. Compliance by Substitute Guarantors with the preceding sentence in place of asuch Ineligible Material Subsidiary which is a CFC shall be deemed to satisfy the Borrower’s obligations under the first sentence of this Section 6.10(a) with respect to such Material Subsidiary. 56339040-2 68 49684497_9 (i) an executed counterpart Upon and no later than 30 days after the delivery to the Administrative Agent of the annual Financial Statements and accompanying Compliance Certificate pursuant to Section 6.01(b) and (c), in relation to any Subsidiary Guarantor that has ceased to be a Material Subsidiary as of the end of such joinder to fiscal year (other than a Subsidiary Guarantor which was not a Material Subsidiary at the time it became a Subsidiary Guaranty; Guarantor), or (ii) upon and no later than 30 days after the Borrower receives notice that a certificate signed Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of the satisfaction of clauseclauses (a)(i) or, (a)(ii) or (b) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Foreign ObligorGuarantor hereunder and the Borrower is unable, with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an authorized responsible officer Eligible Material Subsidiary (in either case, a “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of clause (a)(i) of the definition of “Ineligible Material Subsidiary,” which the Borrower is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such Subsidiary containing representations and warranties on behalf of such Subsidiary proviso shall not apply), the Borrower may deliver to the same effectAdministrative Agent a duly executed certificate of a Responsible Officer of the Borrower, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B F (“Guarantor Release Certificate”) and, upon the receipt of such certificate by the Administrative Agent, such Releasable Subsidiary shall thereupon cease to be a Subsidiary Guarantor, subject to the Subsidiary Guaranty; possible future application of Section 6.10(a). The Administrative Agent shall with reasonable promptness execute and deliver such reasonable release documentation (iii) all documents as may be reasonably requested which shall contain appropriate representations and warranties by the Required Holders Borrower as to evidence the due organizationcircumstances underlying such release transaction, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action but shall require no representation, warranty or other undertaking on the part of such Subsidiary the Administrative Agent) as the Borrower may reasonably request to evidence the release and termination of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and as to such Releasable Subsidiary. No release of any Subsidiary Guarantors that existed as Guarantor shall in any way modify, affect or impair the enforceability of the ClosingSubsidiary Guaranty in respect of any other Subsidiary Guarantor.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries any Subsidiary that guarantees or otherwise becomes liable (a) at any time, whether as time is a borrower party to any Principal Credit Facility or an additional or co-borrower or otherwise, for or (b) guarantees Indebtedness in respect of any Indebtedness under any Primary Principal Credit Facility Facility, to concurrently therewith: (a) enter into a joinder subsidiary guaranty agreement reasonably acceptable to the Subsidiary Guaranty in Required Holders providing for a guaranty of the form obligations of the Company under the Notes and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder this Agreement (as defined in a “Subsidiary Guaranty”) and to deliver to each of the Intercreditor Agreementholders of the Notes (substantially concurrently with the incurrence of any such guaranty obligation pursuant to any Principal Credit Facility) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Noteitems: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary substantially to the same effect, mutatis mutandis, as effect of those contained in Sections 5.15.4, 5.2, 5.6, 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents , as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderapplicable; and (ivii) an opinion of counsel with respect for the Company addressed to such Subsidiary and such joinder in each of the holders of the Notes reasonably satisfactory to the Required Holders, substantially to the form of opinion delivered at the Closing with respect to effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guarantors that existed Guaranty constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject to other usual and customary limitations. The holders of the ClosingNotes agree to discharge and release any Subsidiary Guarantor from any Subsidiary Guaranty upon the written request of 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 the Subsidiary Guaranty) as an obligor and guarantor under and in respect of each Principal Credit Facility 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 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 given to any holder of Indebtedness of the Company for the purpose of such release, the holders of the Notes shall receive equivalent consideration.

Subsidiary Guarantors. The Parent REIT and Each Subsidiary of the Company will listed on Schedule I hereto shall initially be a Subsidiary Guarantor. If any other Subsidiary of the Company shall become a subsidiary guarantor under the Company’s Senior Subordinated Indebtedness, the Company shall cause each such Subsidiary concurrently to become a Subsidiary Guarantor. If any Subsidiary of the Company is released from its Subsidiaries that guarantees or otherwise becomes liable Guarantee of the Company’s Senior Subordinated Indebtedness, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s Senior Subordinated Indebtedness when due at any timematurity, whether as a borrower or an additional or co-borrower upon repurchase or otherwise, except as described below, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or in respect a Subordinated Obligation shall be Guaranteed by any Subsidiary of the Company and such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 16) to become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness under any Primary Credit Facility to concurrently therewith: of such Subsidiary. If (a) enter into any such Subsidiary which shall become a joinder Subsidiary Guarantor of the Notes pursuant to the Subsidiary Guaranty in immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closingcase may be, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and or (b) deliver if such Senior Subordinated Indebtedness or Subordinated Obligation, as the following case may be, is no longer outstanding, then such Subsidiary shall cease to each Purchaser be a Subsidiary Guarantor hereunder. For the avoidance of doubt, a Subsidiary Guarantor may be released from its Guarantee of the Notes so long as contemporaneously therewith, it is also released as a Subsidiary Guarantor from all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation. In furtherance of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of the Notes if such release allows the Subsidiary Guarantor to be released from its Guarantee of all of the Company’s then outstanding Senior Subordinated Indebtedness or Subordinated Obligation and holder of a Note: (i) an executed counterpart such Subsidiary Guarantor is subsequently released from its Guarantee of such joinder outstanding Senior Subordinated Indebtedness or Subordinated Obligation. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the Trustee an Officers’ Certificate certifying to that effect as of the date of such Officers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer or the Trustee, the Subsidiary Guarantee of such Subsidiary containing representations shall terminate and warranties be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 16. A Subsidiary Guarantee by a Subsidiary Guarantor shall be signed in the name and on behalf of such Subsidiary to Guarantor by the same effectmanual or facsimile signature of its President, mutatis mutandisany Vice President (whether or not designated by number or numbers or word or words added before or after the title “Vice President”), as those contained in Sections 5.1its Treasurer, 5.2, 5.6, 5.7, 5.16 and 5.18 its Secretary or any Assistant Secretary. A Subsidiary Guarantee bearing the manual signatures of this Agreement (but with respect to individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary and Guarantor, notwithstanding that such Subsidiary Guaranty rather than the Company) in the form individuals or any of Exhibit B them have ceased to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders hold such offices prior to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of the Subsidiary Guarantee or did not hold such offices at the date of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingGuarantee.

Subsidiary Guarantors. The (a) Each of the Parent REIT Guarantor and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into join the Affiliate Guaranty by execution of a joinder or supplement to the Subsidiary Affiliate Guaranty (a “Joinder Agreement”) in the form and substance appended reasonably satisfactory to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable)Required Holders; and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary GuarantyJoinder Agreement; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.7 and 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty Joinder Agreement rather than the Parent Guarantor or the Company) in , as the form of Exhibit B to the Subsidiary Guarantycase may be); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Joinder Agreement and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder Joinder Agreement as the Required Holders may reasonably request. (b) At the election of the Parent Guarantor or the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Joinder Agreement under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under the Affiliate Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in substantially respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Gladstone Commercial Limited Partnership Note Purchase Agreement Affiliate Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under the Affiliate Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of opinion delivered at consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the Closing with respect holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingmatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. The Parent REIT Borrowers will take such action, and the Company will cause each Subsidiary (other than the Borrowers, ISP Funding, any Foreign Subsidiary and any Unrestricted Entity) to take such action, from time to time as shall be necessary to ensure that such Subsidiary is a "Subsidiary Guarantor" hereunder. Without limiting the generality of its the foregoing, in the event that the Borrowers or any of their Subsidiaries (other than any Unrestricted Entities) shall form or acquire any new Subsidiary that guarantees or otherwise becomes liable at any timeshall constitute a Restricted Subsidiary other than a Foreign Subsidiary, whether as a borrower or an additional or co-borrower or otherwise, for or in respect the event that the Lead Borrower shall withdraw the designation of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty an Unrestricted Entity in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableaccordance with Section 6.16(e), the Borrowers and a Grantor Joinder Agreement (their Subsidiaries will cause such new Subsidiary or former Unrestricted Entity, as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Notecase may be, to: (i) become a "Subsidiary Guarantor" hereunder, and an executed counterpart of such joinder "Obligor" under the Pledge and Security Agreement pursuant to the Subsidiary Guarantya Guarantee Assumption Agreement; (ii) a certificate signed by an authorized responsible officer take such action as shall be necessary or (in the opinion of the Administrative Agent) reasonably desirable to create and perfect valid and enforceable first priority Liens on the property of such Subsidiary containing representations and warranties on behalf that, pursuant to Section 6.22, is required to be granted as collateral security for the obligations of such Subsidiary hereunder (including authenticating and delivering such Security Documents as the Administrative Agent shall request, in each case in form and substance satisfactory to the same effectAdministrative Agent (including in such form as is necessary or desirable to file, mutatis mutandisrecord or register, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 applicable) and 5.18 of this Agreement (but with respect to all documentary Collateral provided for under such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary GuarantySecurity Document); (iii) all documents as may be reasonably requested by deliver to the Required Holders to evidence the due organization, continuing existence and good standing Administrative Agent a certificate of a Responsible Officer of such Subsidiary and the due authorization by all requisite action on the part of certifying that such Subsidiary is a member of the execution "Chemco Group" under and delivery of such Subsidiary Guaranty and as defined in the performance by such Subsidiary of its obligations thereunderthe Tax Sharing Agreement; and (iv) an opinion deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with respect those delivered by each Obligor pursuant to such Subsidiary and such joinder in substantially Section 5.01 on the form of opinion delivered at Effective Date or as the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingAdministrative Agent shall have requested.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into The Company shall promptly cause each Additional Subsidiary Guarantor to execute and deliver a joinder to the Subsidiary Guaranty Note Guarantee substantially in the form and substance appended of Exhibit 10.10-A hereto (with such modifications as may be required to reflect the Subsidiary Guaranty as Exhibit A thereto executed at legal requirements of the Closingjurisdiction of formation of the relevant Subsidiary, a guarantor Joinder Agreement (as defined in including any modifications necessary to make the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart obligations of such joinder to guarantee agreement pari passu with the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations other unsecured and warranties on behalf unsubordinated Indebtedness of such Subsidiary to the same effectextent permitted under applicable law) or otherwise in form and substance reasonably satisfactory to the Required Holders. (b) The Company may, mutatis mutandisfrom time to time at its discretion and upon written notice from the Company to the holders of Notes, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 cause any of this Agreement (but with respect its Subsidiaries which are not otherwise Guarantors pursuant to such Subsidiary and such Subsidiary Guaranty rather than the CompanySection 10.10(a) or otherwise to enter into a Note Guarantee substantially in the form of Exhibit B to the Subsidiary Guaranty; 10.10-A hereto (iii) all documents with such modifications as may be reasonably requested by required to reflect the Required Holders legal requirements of the jurisdiction of formation of the relevant Subsidiary, including any modifications necessary to evidence make the due organization, continuing existence obligations of such guarantee agreement pari passu with the other unsecured and good standing unsubordinated Indebtedness of such Subsidiary to the extent permitted under applicable law) or otherwise in form and substance reasonably satisfactory to the due authorization Required Holders. (c) The delivery of a Note Guarantee by all requisite action any Guarantor shall be accompanied by the following: (i) an Officer’s Certificate from such Guarantor confirming that (A) the representations and warranties of such Guarantor contained in such Note Guarantee are true and correct, and (B) the guarantee provided under the Note Guarantee would not cause any borrowing, guaranteeing or similar limit binding on the part Guarantor to be exceeded; (ii) copies of the articles of association or certificate or articles of incorporation, bylaws, limited liability company operating agreement, partnership agreement and all other constitutive documents, of such Subsidiary Guarantor (as applicable), resolutions of the board of directors or other similar governing body (and, where applicable, the shareholders) of such Guarantor authorizing its execution and delivery of such Subsidiary Guaranty the Note Guarantee and the performance transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); (iii) a legal opinion, satisfactory in form, scope and substance to the Required Holders, of legal counsel to the effect that, subject to customary qualifications and assumptions, (A) such Guarantor is validly existing under the laws of its jurisdiction of formation and (if applicable in such jurisdiction) is in good standing, (B) such Note Guarantee has been duly authorized, executed and delivered by such Subsidiary Guarantor, (C) such Note Guarantee is enforceable in accordance with its terms, and (D) in the case of its a Guarantor organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia, the obligations thereunderof such Guarantor under such Note Guarantee rank at least pari passu with all of such Guarantor’s other unsecured and unsubordinated Indebtedness in an insolvency proceeding of such Guarantor (to the extent possible under applicable law) and are not subject to any legal or contractual limitations or restrictions that are not equally applicable to all other indebtedness for borrowed money of such Guarantor; and (iv) an opinion of counsel with respect a completed and executed joinder to such Subsidiary and such joinder the Intercompany Subordination Agreement in substantially the form of opinion delivered at the Closing with respect attached as Exhibit A to the Subsidiary Guaranty Intercompany Subordination Agreement; and Subsidiary Guarantors that existed as (v) in the case of a Guarantor organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia, evidence of the Closingappointment of the Company as such Guarantor’s agent to receive, for it and on its behalf, service of process in the United States of America. An original executed counterpart of each such Note Guarantee shall be delivered to each holder of Notes promptly after the execution thereof.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any the Primary Credit Facility to concurrently therewith:therewith become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Guaranty Supplement. Terreno Realty LLC Note Purchase Agreement (ab) enter into The Company covenants and agrees that each such Subsidiary which it shall cause to execute a joinder Guaranty Supplement and become party to the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by the form and substance appended Company to the holders of any such Guaranty Supplement shall be deemed a representation and warranty by the Company that each Subsidiary which the Company caused to execute a Guaranty Supplement has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. The Company will deliver to each holder copies of any certificates, legal opinions or documents, if any, furnished by or on behalf of the Company or such Subsidiary Guarantor to the lenders under the Primary Credit Facility with respect to that Subsidiary Guarantor becoming a guarantor, additional or co-borrower or otherwise under the Primary Credit Facility (but applicable to such Subsidiary Guaranty). (c) A Subsidiary Guarantor will be automatically released from all of its obligations and liabilities under its Subsidiary Guaranty without the need for the execution of any other document by the holders or any other Person, provided, in each case, that (i) such Subsidiary does not have any liability as Exhibit A thereto executed at a guarantor, borrower, co-borrower or other similar capacity with respect to any Indebtedness under the ClosingPrimary Credit Facility, a guarantor Joinder Agreement (as defined in the Intercreditor Agreementii) immediately before and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (if applicable)iii) no amount is then due and payable under such Subsidiary Guaranty, and a Grantor Joinder Agreement (as defined in the Intercreditor Agreementiv) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: Note shall have received a certificate from a Responsible Officer certifying as to the matters set forth in clauses (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; through (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingabove.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees If any Subsidiary is or otherwise becomes liable at any timea borrower, whether as a borrower or an additional co-borrower, guarantor, obligor or co-borrower or otherwise, for or in respect of any Indebtedness obligor under any Primary Principal Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the ClosingFacility, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) shall concurrently therewith provide a guarantee agreement substantially in the form of Exhibit B to the G hereto (a “Subsidiary Guaranty; ”) or a joinder thereto. Each such Subsidiary Guaranty or joinder thereto shall be accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying its charter and bylaws (iiior comparable governing documents), resolutions of the board of directors (or comparable governing body) all of such Subsidiary authorizing the execution and delivery of such Subsidiary Guaranty or joinder and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, and by such other certificates, documents and legal opinions in connection therewith as may be reasonably requested by the Required Holders Holders, each in form and substance reasonably satisfactory to evidence the due organizationRequired Holders. Notwithstanding the foregoing, continuing existence Franklin Electric B.V. shall not be required to enter into a Subsidiary Guaranty until such time as 15365.013 it becomes a guarantor of, or otherwise liable for, Indebtedness of the Company or any of its Subsidiaries under any Principal Credit Facility. At the election of the Company and good standing by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Principal Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Principal Credit Facility, (ii) at the time of, and the after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due authorization by all requisite action on the part of and payable under such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and Guaranty, (iv) an opinion of counsel if in connection with respect to such Subsidiary Guarantor being released and such joinder in substantially the discharged under any Principal Credit Facility, any fee or other form of opinion delivered at consideration is given to any holder of Indebtedness under such Principal Credit Facility for such release, the Closing with respect holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). For the avoidance of doubt, this second paragraph of this paragraph 5H shall apply to the Subsidiary Guaranty Guarantors under the Subsidiary Guaranty, dated May 5, 2015, pursuant to which Franklin Control Systems, Inc., Pioneer Pump Holdings, Inc., Franklin Electric Ventures LLC, Pioneer Pump, Inc., Franklin Electric International, Inc., Franklin Fueling Systems, Inc., and Intelligent Controls, Inc., each as a Subsidiary Guarantors that existed as Guarantor, has agreed to guaranty the obligations of the ClosingCompany under this Agreement, and shall apply to each future Subsidiary Guarantor executing a Guarantor Supplement.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 9 on or after the date of this Agreement and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing specified in Section 3.

Subsidiary Guarantors. (a) The Parent REIT and the Company will Borrower shall cause each of its Subsidiaries that guarantees to execute and deliver to the Administrative Agent the Guaranty required from each Subsidiary Guarantor under this Agreement. Except as otherwise provided in Section 5.18(b), the Borrower shall cause each Subsidiary first formed or otherwise becomes liable at any time, whether as acquired after the date hereof which satisfies the requirements of a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility Subsidiary Guarantor hereunder to concurrently therewith: (a) enter into execute and deliver to the Administrative Agent a joinder to in the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); andGuaranty. (b) Upon the Borrower obtaining an Investment Grade Rating from at least one of S&P or ▇▇▇▇▇’▇, and provided that no Event of Default is then occurring, at Borrower’s request, the Subsidiary Guarantors shall be automatically released from their obligations under the Guaranty once Borrower provides a certification to Administrative Agent that the Subsidiary Guarantors have been released from liability for any other Indebtedness and from liability under any guaranties of Indebtedness. At the request of Administrative Agent, Borrower shall provide documentation to Administrative Agent evidencing such release, and subject to Section 5.18(c) below, no Subsidiaries of the Borrower shall thereafter be required to deliver a Guaranty hereunder. (c) From and after the following date the Subsidiary Guarantors are released from the Guaranty as provided under Section 5.18(b) above, the Borrower shall promptly, from time to each Purchaser and holder time, deliver to the Administrative Agent a replacement Guaranty from any Subsidiary that, but for the provisions of Section 5.18(b), would have been required to be a NoteSubsidiary Guarantor, upon the occurrence of any of the following: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of 1. such Subsidiary containing representations and warranties on behalf (or any other Subsidiary that directly or indirectly own an Equity Interest in such Subsidiary) Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of such Subsidiary to Parent, the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Borrower or any Subsidiary of the execution and delivery of Parent or Borrower; or 2. such Subsidiary Guaranty and the performance by (or any other Subsidiary that directly or indirectly own an Equity Interest in such Subsidiary of its obligations thereunder; and (ivSubsidiary) an opinion of counsel with respect has incurred, acquired or suffered to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingexist any Indebtedness.

Subsidiary Guarantors. (a) The CompanyNew ICE Parent REIT and the Company will cause each any Subsidiary whichthat is required by the terms of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether the Banka Material Credit AgreementFacility to become a party to as a borrower (except for ICE Europe Parent Limited in its capacity as a direct borrower under the Bank Credit Agreement),a Foreign Subsidiary that is a borrower under a Material Credit Facility and not jointly and severally liable for the obligations of New ICE Parent, the Company or an additional a Subsidiary Guarantor thereunder) or co-borrower otherwise guarantee, Indebtedness of New ICE Parent, the Company or otherwise, for or a Subsidiary Guarantor in respect of any Indebtedness such BankMaterial Credit Agreement,Facility to enter into a subsidiary guaranty agreement (or a joinder to an existing guaranty agreement), which shall be in a form substantially comparable to and not more restrictive than suchthe guaranty delivered under any Primary such Material Credit Facility and otherwise reasonably acceptable to the Company and the Required Holders, providing for a guaranty of the obligations of the Company under the Notes and this Agreement (a “Subsidiary Guaranty”) and deliver to each of the holders of the Notes (substantially concurrently therewithwith the incurrence of any such obligation pursuant to the Banksuch Material Credit AgreementFacility) the following items: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii1) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing the CompanyObligors making representations and warranties on behalf of such Subsidiary substantially to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.65.4(c), 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents , as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderapplicable; and (iv2) an opinion of counsel with respect (who may be in-house counsel for the CompanyObligors) addressed to such Subsidiary and such joinder in each of the holders of the Notes reasonably satisfactory to the Required Holders, substantially to the form of opinion delivered at the Closing with respect to effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guarantors that existed Guaranty constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The holders of the ClosingNotes agree to discharge and release anyAny Subsidiary Guarantor shall be automatically released from anyits Subsidiary Guaranty upon the written request of the Companywritten notice by the Company (including a certification that the following conditions to such release have been or will be concurrently satisfied) to the holders of the Notes, 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 the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreement and the Company so certifieseach Material Credit Facility (or such Subsidiary Guarantor has never been a guarantor of or in respect of any Material Credit Facility) and the Obligors so certify to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the CompanyObligors shall 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 given to any holder of Indebtedness of the CompanyObligors for the purpose of such release, holders of the Notes shall receive equivalent consideration. , and (iv) in the case of the Subsidiary Guaranty to be delivered by NYSE pursuant to subsection (c) below, on the date of such release, if NYSE remains a Subsidiary of New ICE Parent, after giving effect to the release of NYSE from any other Guaranty Obligation that will be released concurrently with its release under its Subsidiary Guaranty, (x) the remaining Indebtedness of NYSE would not be in excess of $100,000,000 (it being understood that any such remaining Indebtedness of NYSE thereupon will constitute Priority Indebtedness for as long as NYSE is not a Subsidiary Guarantor) and the Obligors so certify to the holders of the Notes in a certificate of a Responsible Officer and (y) the lowest rating of any issuance by New ICE Parent of senior, unsecured, long-term indebtedness for borrowed money that is not guaranteed by any Person (unless, immediately after giving effect to such release and discharge, such Person is also an obligor of the Guaranty Obligations) or subject to any other credit enhancement by Standard & Poor’s Financial Services LLC and ▇▇▇▇▇’▇ Investors Service, Inc. is not less than BBB- and Baa3, respectively.

Subsidiary Guarantors. (i) The Parent REIT and Company shall immediately notify the Agent upon the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as becoming a borrower or an additional or co-borrower or otherwise, for or in respect guarantor of any Indebtedness under any Primary Credit Facility to Neptune Debt, and concurrently therewith, the Company shall cause Neptune and/or the applicable Subsidiary that in each case incurred such Neptune Debt to: (aA) enter into become a joinder Subsidiary Guarantor by executing and delivering to the Subsidiary Guaranty in the form and substance appended to Agent a counterpart of (or a supplement to) the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable)Guaranty; and (bB) deliver to the Agent, the following with respect to each Purchaser such Subsidiary, all in form and holder of a Notesubstance reasonably satisfactory to the Agent: (i1) an executed counterpart all documentation and other information with respect to such Subsidiary, as has been reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (2) certified copies of the resolutions of the Board of Directors (or equivalent governing body) of such joinder Subsidiary approving the Subsidiary Guaranty, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Subsidiary Guaranty; (ii3) a a)a certificate signed by of the Secretary or an authorized responsible Assistant Secretary or comparable officer of such Subsidiary containing representations certifying the names and warranties on behalf true signatures of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 officers of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by authorized to sign the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations other documents to be delivered thereunder; and (iv4) an a favorable opinion of counsel with respect for such Subsidiary, in a form reasonably satisfactory to the Agent and as to such other matters as any Lender through the Agent may reasonably request. (ii) Each Subsidiary and Guarantor shall be automatically released from its obligations under any Subsidiary Guaranty upon either (x) such joinder in substantially Subsidiary Guarantor ceasing to be a Subsidiary of the form Company as a result of opinion delivered at a transaction permitted hereunder or (y) the Closing with respect Company ceasing to guarantee any Neptune Debt of such Subsidiary Guarantor. The Lenders irrevocably authorize the Agent (1) to enter into any Subsidiary Guaranty and Subsidiary Guarantors that existed as (2) to, at the sole expense of the ClosingCompany, execute and deliver any documentation reasonably requested by the Company or any Subsidiary Guarantor to evidence any release in accordance with the immediately preceding sentence.

Subsidiary Guarantors. The Parent REIT and the Company will cause each Subsidiary of its Subsidiaries the Company (other than any Subsidiary which already is a Subsidiary Guarantor) that guarantees or otherwise hereafter becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwisea guarantor under the Bank Facility, for or in respect concurrently therewith to enter into and become a party to a Subsidiary Guarantee, and within three Business Days thereafter, to deliver to each holder of any Indebtedness under any Primary Credit Facility to concurrently therewitha Note the following: (a) enter into a joinder to the Subsidiary Guaranty in Guarantee and the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement Security Documents (as defined provided in the Intercreditor Agreement) (if applicableSection 9.16), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); andor applicable joinders thereto; (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, a Vice President or another authorized responsible officer of such Subsidiary containing Guarantor making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (5.7 but with respect to such Subsidiary Guarantor and such its Subsidiary Guaranty rather than Guarantee and the Company) in the form of Exhibit B Security Documents to which it is a party, and, if relevant under applicable Laws to the provision of the Subsidiary GuarantyGuarantee, a certificate confirming the solvency of the Subsidiary Guarantor; (iiic) all such documents and evidence with respect to such Subsidiary Guarantor as may be reasonably requested by the Required Holders may reasonably request in order to evidence establish the due organization, continuing existence and good standing of such Subsidiary Guarantor and the due authorization of the transactions contemplated by all requisite action on the part of Subsidiary Guarantee and Security Documents to which such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunderGuarantor is a party; and (ivd) an a favourable legal opinion of independent legal counsel satisfactory to the Required Holders to the effect that the Subsidiary Guarantee and Security Documents to which such Subsidiary Guarantor is a party have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of such Subsidiary Guarantor enforceable in accordance with respect their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. If any such Subsidiary Guarantor subsequently ceases to be a borrower or a guarantor under the Bank Facility (other than as a result of the Bank Facility reaching its scheduled maturity date without renewal and provided that, on the date such Subsidiary Guarantor ceases to be a borrower or guarantor under the Bank Facility, the Liens encumbering assets of such Subsidiary Guarantor created by the Security Documents have been released and discharged in accordance with Section 9.16(g)), then the Company may require the holders of Notes to release such Subsidiary from its Subsidiary Guarantee and any Security Document to which it is a party upon giving 5 Business Days written notice thereof to the holders of Notes together with confirmation of the foregoing reasonably satisfactory to the holders of Notes, whereupon such Subsidiary shall cease to be a Subsidiary Guarantor hereunder and any Lien granted by it pursuant to the Security Documents shall be released and discharged (and the Company may take any additional steps and actions it deems necessary to discharge corresponding Lien registrations and filings), provided that at the time of such notice and the effective date of such release as provided below, and immediately after giving effect thereto, and to such Subsidiary ceasing to be a Subsidiary Guarantor, no Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists or would exist, and the Company shall have provided an Officer’s Certificate to such joinder in substantially the form of opinion delivered effect at the Closing time it provides such notice, with respect the information (including detailed calculations) required in order to establish same. Upon compliance with the requirements of the preceding sentence, the Subsidiary Guarantee of such Subsidiary shall be deemed to be released and terminated, and any Lien granted by it pursuant to the Subsidiary Guaranty Security Documents shall be deemed to be released and Subsidiary Guarantors that existed discharged, as at the expiry of such 5 Business Day period (unless sooner terminated by all the Closingholders of Notes).”

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into Promptly after any Person is required by Section 6.01(f) to be disclosed as an Eligible Material Subsidiary (and in any event within 30 days (or such greater number of days to which the Administrative Agent may agree) thereafter), the Borrower shall cause such Person to (i) become a joinder Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty in or such other document as the form Administrative Agent shall deem appropriate for such purpose, and substance appended (ii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v) and (vi) of Section 4.01(a) 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 clause (i) of this Section 6.10(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If, pursuant to clause (c) of the definition of Ineligible Material Subsidiary, the Borrower elects to provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary which is a CFC, the Borrower shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as Exhibit A thereto executed at if such Substitute Guarantors had themselves been Eligible Material Subsidiaries. Compliance by Substitute Guarantors with the Closing, a guarantor Joinder Agreement (as defined preceding sentence in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder place of a Note:Material Subsidiary which is a CFC shall be deemed to satisfy the Borrower’s obligations under the first sentence of this Section 6.10(a) with respect to such Material Subsidiary. (i) an executed counterpart Upon and no later than 30 days after the delivery to the Administrative Agent of the annual Financial Statements and accompanying Compliance Certificate pursuant to Section 6.01(b) and (c), in relation to any Subsidiary Guarantor that has ceased to be a Material Subsidiary as of the end of such joinder to fiscal year (other than a Subsidiary Guarantor which was not a Material Subsidiary at the time it became a Subsidiary Guaranty; Guarantor), or (ii) upon and no later than 30 days after the Borrower receives notice that a certificate signed Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of the satisfaction of clause (a)(i) or (a)(ii) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Foreign Obligor hereunder and the Borrower is unable, with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an authorized responsible officer Eligible Material Subsidiary (in either case, a “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of clause (a) of the definition of “Ineligible Material Subsidiary,” which the Borrower is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such Subsidiary containing representations and warranties on behalf of such Subsidiary proviso shall not apply), the Borrower may deliver to the same effectAdministrative Agent a duly executed certificate of a Responsible Officer of the Borrower, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B F (“Guarantor Release Certificate”) and, upon the receipt of such certificate by the Administrative Agent, such Releasable Subsidiary shall thereupon cease to be a Subsidiary Guarantor, subject to the Subsidiary Guaranty; possible future application of Section 6.10(a). The Administrative Agent shall with reasonable promptness execute and deliver such reasonable release documentation (iii) all documents as may be reasonably requested which shall contain appropriate representations and warranties by the Required Holders Borrower as to evidence the due organizationcircumstances underlying such release transaction, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action but shall require no representation, warranty or other undertaking on the part of such Subsidiary the Administrative Agent) as the Borrower may reasonably request to evidence the release and termination of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and as to such Releasable Subsidiary. No release of any Subsidiary Guarantors that existed as Guarantor shall in any way modify, affect or impair the enforceability of the ClosingSubsidiary Guaranty in respect of any other Subsidiary Guarantor.

Subsidiary Guarantors. The Parent REIT and the Company will cause each Subsidiary that (x) becomes a Material Subsidiary (other than OTPC, a Subsidiary of its Subsidiaries OTPC or a Material Subsidiary that is a Controlled Foreign Corporation unless OTPC, such Subsidiary of OTPC or such Controlled Foreign Corporation guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility) to, within 30 days thereof, or (y) guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to to, concurrently therewith: (a) enter into execute a joinder supplement to the Subsidiary Guaranty Agreement in the form and substance appended to the Subsidiary Guaranty as of Exhibit A thereto executed at the Closing, (a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty Supplement”); and (b) deliver the following to each Purchaser and holder of a Note: (i1) an executed counterpart of such joinder to the Subsidiary GuarantyGuaranty Supplement; (ii2) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(b), 5.25.2(b), 5.65.6(b), 5.7, 5.16 5.7(b) and 5.18 5.20(b) of this Agreement (but with respect to such Subsidiary and Subsidiary, such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to Supplement and the Subsidiary GuarantyGuaranty Agreement); (iii3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations thereunderthereunder and under the Subsidiary Guaranty Agreement; and (iv4) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary, such Subsidiary Guaranty Supplement and such joinder in substantially the form Subsidiary Guaranty Agreement as the Required Holders may reasonably request. (c) At the election of opinion delivered at the Closing with respect Company and by written notice to each holder of Notes, any Subsidiary Guarantor that is a party to the Subsidiary Guaranty and Subsidiary Guarantors that existed Agreement as a result of clause (y) only of the introductory paragraph of this Section 9.9 may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty Agreement) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (3) no amount is then due and payable under the Subsidiary Guaranty Agreement, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Company certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at (a) If any time, whether as a borrower or an additional or co-borrower or otherwiseSubsidiary incurs any Recourse Indebtedness (including, for or the avoidance of doubt, any Guarantee in respect of any indenture providing for Recourse Indebtedness), (i) said Subsidiary shall be required, as described in Section 6.12(b) below, to become a Subsidiary Guarantor and (ii) any Property owned by such Subsidiary shall cease to be included in the Eligible Unencumbered Property Pool while such Recourse Indebtedness under any Primary Credit Facility is in effect. In no event shall a Sponsored REIT or (except as described in the preceding sentence) an Excluded Subsidiary be required to concurrently therewith:become a Subsidiary Guarantor. No Person that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code shall become a Subsidiary Guarantor pursuant to this Section 6.12 (a) enter into unless all Lenders consent thereto in writing. Any Recourse Indebtedness incurred by a joinder Subsidiary shall be subject to compliance with the Financial Covenants set forth in Section 7.10. (b) If any Subsidiary shall be required to become a Subsidiary Guarantor pursuant to Section 6.12(a), Borrower shall, within fifteen (15) Business Days of such Subsidiary incurring Recourse Indebtedness, (x) cause said Subsidiary to become a Subsidiary Guarantor by executing and delivering to Administrative Agent a Subsidiary Guaranty in the form of Exhibit F attached hereto and substance appended (y) deliver to Administrative Agent documents with respect to such Subsidiary Guarantor of the Subsidiary Guaranty as Exhibit A thereto executed at the Closingtypes referred to in clauses (iii), a guarantor Joinder Agreement (as defined in the Intercreditor Agreementiv), (v) and (vii) of Section 4.01(a) (if applicableunless waived by Administrative Agent), all in form, content and a Grantor Joinder Agreement (scope similar to those provided with respect to Borrower as defined in of the Intercreditor Agreement) (if applicable); andClosing Date. (bc) deliver If (I) the following equity interests in a Subsidiary Guarantor are disposed of in a transaction permitted under this Agreement, (II) a Subsidiary Guarantor disposes of substantially all of its assets such that such Subsidiary qualifies as an Immaterial Subsidiary, or (III) the Recourse Indebtedness causing a Subsidiary to each Purchaser and holder of become a NoteSubsidiary Guarantor is satisfied in full or such Subsidiary is discharged from or is no longer liable for its obligations with respect to such Recourse Indebtedness without having defaulted thereunder, then such Subsidiary shall be released as a Subsidiary Guarantor hereunder in accordance with the following: (i) an executed counterpart Borrower shall deliver to Administrative Agent, not less than ten days prior to the requested release of such joinder Subsidiary Guarantor hereunder, (A) evidence, reasonably satisfactory to Administrative Agent that (I) the equity interests in such Subsidiary Guaranty;Guarantor are disposed of in a transaction permitted under this Agreement, (II) such Subsidiary has disposed of (or will substantially contemporaneously with delivery of such evidence dispose of) substantially all of its assets and qualifies as an Immaterial Subsidiary or (III) the Recourse Indebtedness causing a Subsidiary to become a Subsidiary Guarantor is satisfied in full, or such Subsidiary Guarantor is discharged from or is no longer liable for its obligations with respect to such Recourse Indebtedness without having defaulted thereunder, and (B) a certificate of a Responsible Officer of Borrower certifying that, to such Responsible Officer’s knowledge, immediately prior to such release and immediately following such release, no Default or Event of Default exists or will exist under the Agreement or any of the other Loan Documents; and (ii) Administrative Agent shall, upon written request therefor given by B▇▇▇▇▇▇▇ provide a certificate signed by an authorized responsible officer written confirmation of the release of the applicable Person as a Subsidiary Guarantor, provided that Borrower has complied with Section 6.12(c)(i) above. (d) Borrower shall at all times secure, and shall cause its Subsidiaries to secure, the Obligations equally and ratably with any Liens (other than Liens described in clause (vi) of the definition of Permitted Liens) securing the Indebtedness of such Subsidiary containing representations Person outstanding under or pursuant to any Material Credit Facility (and warranties on behalf any Guarantee delivered in connection therewith) pursuant to documentation reasonably acceptable to Administrative Agent in substance and in form, including an intercreditor agreement and opinions of counsel to B▇▇▇▇▇▇▇ and/or any such Subsidiary to the same effect, mutatis mutandisSubsidiary, as those contained in Sections 5.1the case may be, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect from counsel that is reasonably acceptable to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingAdministrative Agent.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (ai) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries providing a guaranty, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”) or (B) a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable)Guaranty; and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty or a joinder to the Subsidiary Guarantythereto; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty;); OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an upon request of the Required Holders within ten Business Days after delivery of the above items, a customary opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility specifically for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Subsidiary Guarantors. The Parent REIT and (a) In the case of a Restricted Subsidiary (1) that is, or is proposed by the Company will cause each of its Subsidiaries or any Restricted Subsidiary to be, established after the Original Issue Date, (2) that guarantees or otherwise becomes liable at is incorporated in any timejurisdiction other than the PRC, whether as a borrower or an additional or co-borrower or otherwise, for or and (3) in respect of which the Company or any Indebtedness under any Primary Credit Facility Restricted Subsidiary is proposing to sell, whether through the sale of existing shares or the issuance of new shares, no less than 20% and no more than 49.9% of the Capital Stock of such Restricted Subsidiary, the Company may, concurrently therewith: with the consummation of such sale or issuance, provide a JV Subsidiary Guarantee instead of a Subsidiary Guarantee for (a) enter into a joinder to the such Restricted Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the Restricted Subsidiaries of such Restricted Subsidiary that are organized in any jurisdiction other than the PRC, if the following to each Purchaser conditions, in the case of both (a) and holder of a Note(b), are satisfied: (i) an executed counterpart as of the date of execution of a JV Subsidiary Guarantee, no document exists that is binding on the Company or any Restricted Subsidiary that would have the effect of (a) prohibiting the Company or any Restricted Subsidiary from providing a JV Subsidiary Guarantee or (b) requiring the Company or any Restricted Subsidiary to deliver or keep in place a guarantee on terms that are more favorable to the recipients of such joinder to guarantee than the JV Subsidiary GuarantyGuarantee; (ii) such sale or issuance of Capital Stock is made to, an Independent Third Party at a certificate signed consideration that is not less than the appraised value of such Capital Stock determined by an authorized responsible officer independent appraisal firm of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than recognized international standing appointed by the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by of the Required Holders date of execution of the JV Subsidiary Guarantee, after giving effect to evidence the due organization, continuing existence and good standing issuance or sale of Capital Stock of such Restricted Subsidiary and that becomes a JV Subsidiary Guarantor, the due authorization by Non-Guaranteed Portion with respect to all requisite action on the part of such Subsidiary of the execution JV Subsidiary Guarantors then existing and delivery their respective Restricted Subsidiaries does not exceed 10.0% of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; andTotal Assets; (iv) all capital contributions (by way of transfer of cash or other property or any payment for property or services for the use of others or otherwise) to be made into a JV Subsidiary Guarantor from the date of issuance or sale of Capital Stock of such Restricted Subsidiary that becomes such JV Subsidiary Guarantor as referred to above, shall be made directly or by contribution of assets or services having an opinion equivalent Fair Market Value by (i) the Company and its Restricted Subsidiaries and (ii) such Independent Third Party that purchased or subscribed for Capital Stock of counsel such Restricted Subsidiary that becomes JV Subsidiary Guarantor in proportion to their respective direct or indirect ownership percentages of the Capital Stock of such JV Subsidiary Guarantor; (v) concurrently with respect providing the JV Subsidiary Guarantee, the Company shall or shall cause such JV Subsidiary Guarantor to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect deliver to the Trustee: (A) a duly executed JV Subsidiary Guaranty Guarantee and each Restricted Subsidiary Guarantors of such JV Subsidiary Guarantor that existed as is not organized under the laws of the Closing.PRC, and (B) a duly executed supplemental indenture to the Indenture pursuant to which such JV Subsidiary Guarantor will guarantee the payment of the Notes, each of which provides, among other things, that the aggregate claims of the Trustee under such JV Subsidiary Guarantee and all JV Subsidiary Guarantees provided by the Restricted Subsidiaries and shareholders of such JV Subsidiary Guarantor will be limited to the JV Entitlement Amount;

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause (i) each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility Facility, and (ii) Evercore East upon the earlier of (x) the refinancing of the FRB Loan Agreement and (y) June 30, 2016, to concurrently therewith: (ai) enter into and deliver to each holder of a joinder to the Note a Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable)Guaranty; and (bii) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (iiA) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Company or an Original Subsidiary GuarantyGuarantor); (iiiB) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and; (ivC) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder Subsidiary Guaranty as the Required Holders may reasonably request; and (D) if such Subsidiary is organized under the laws of a jurisdiction outside the United States, evidence of the acceptance by a process agent that is reasonably satisfactory to the Required Holders of the appointment and designation provided for by such Subsidiary Guaranty, as such Subsidiary’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to March 30, 2029 (and the payment in substantially full of all fees in respect thereof). (b) Subject to Section 9.7(a), the form Company may, at its election, at any time, cause any Subsidiary which is not then a Subsidiary Guarantor to become a Subsidiary Guarantor by delivering each of opinion delivered at the Closing documents and satisfying each of the other conditions specified in clauses (i) and (ii) of Section 9.7(a) with respect to such Subsidiary. (c) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor (other than an Original Subsidiary Guarantor and Evercore East) may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or is otherwise liable, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility, then such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicableGuaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.7 and 5.18 5.[_] of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor [that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.7]38 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed as Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.[__]39, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder The Company may, at its election (but subject to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreementc) (if applicablebelow), and cause any Subsidiary which is not then a Grantor Joinder Agreement (as defined in Subsidiary Guarantor to become a Subsidiary Guarantor upon delivery to each of the Intercreditor Agreement) (if applicable); and (b) deliver holders of the Notes the following to each Purchaser and holder of a Noteitems: (i) an executed counterpart joinder agreement in respect of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an the President, a Vice President or another authorized responsible officer Responsible Officer of the Company or such Subsidiary containing making representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.6, 5.6 and 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty;, as applicable; Federated Hermes, Inc. Note Purchase Agreement (iii) all such documents and evidence with respect to such Subsidiary as may be reasonably requested by necessary to establish the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance transactions contemplated by such Subsidiary of its obligations thereunderGuaranty; and (iv) an opinion of counsel to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Subsidiary enforceable in accordance with its terms, all as subject to any exceptions and assumptions of the type set forth in the opinions referenced in Section 4.4 and as are reasonable under the circumstances. (b) Subject to (c) below, at the election of the Company or any Subsidiary Guarantor and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty to which it is party, provided that (i) after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty, (iii) an officer of the Company shall have confirmed each of the foregoing subparts (i) and (ii) in writing and (iv) the highest consideration paid or provided (if any) to any creditor under any Principal Credit Facility for the release of such Subsidiary Guarantor from its obligations under such Principal Credit Facility is paid pro rata to each holder of Notes at substantially the same time and on substantially equivalent terms. (c) The Company agrees that so long as any Subsidiary is a borrower or guarantor under or with respect to any Principal Credit Facility such Subsidiary and shall at all such joinder in substantially the form of opinion delivered at the Closing with respect to the times be a Subsidiary Guaranty and Subsidiary Guarantors that existed as of the ClosingGuarantor.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (ai) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries providing a guaranty, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”) or (B) a joinder to the Subsidiary Guaranty Guaranty, which may include changes as necessary or appropriate (in the form and substance appended reasonable determination of counsel to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in the Intercreditor any applicable jurisdiction; and G▇▇▇▇ Capital Private Credit Fund Note Purchase Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty or a joinder to the Subsidiary Guarantythereto; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility specifically for such release, equivalent consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the Closing.Notes substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). G▇▇▇▇ Capital Private Credit Fund Note Purchase Agreement

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees becomes a guarantor or otherwise becomes liable at any timean obligor, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness Debt under any Primary Material Credit Facility to concurrently therewithor any Existing Note Purchase Agreement to: (ai) concurrently therewith enter into a joinder to the Subsidiary Guaranty an agreement substantially in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreementof Schedule 9.6(a) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty”); and (bii) within five Business Days thereafter, deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iiiB) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite legal entity action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and; (ivC) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder Subsidiary Guaranty as the Required Holders may reasonably request; and (D) evidence of the acceptance by the Company of the appointment of designation, as such Subsidiary Guarantor’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to September 5, 2025 (and the payment in substantially full of all fees in respect thereof). (b) At the form election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or obligor in respect of any Material Credit Facility or any Existing Note Purchase Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility and each such Existing Note Purchase Agreement, as the case may be, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or Existing Note Purchase Agreement for such release, the holders of the ClosingNotes shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.1, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release. For purposes of this Section 9.6, 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 be deemed not to be a Person that is liable in respect of a Material Credit Facility if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Material Credit Facility and (ii) is not obligated for, or does not otherwise guaranty, the obligations under a Material Credit Facility of any Person who is organized under the laws of the United States of America or any state thereof.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility to concurrently therewith: (ai) enter into a joinder to the Subsidiary Guaranty an agreement in the form and substance appended reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiary Guaranty as Exhibit A thereto executed at Guarantors, of (x) the Closingprompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, a guarantor Joinder Agreement interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (as defined in y) the Intercreditor Agreement) (if applicable)performance, observance and discharge by the Company of each and every covenant, agreement, and duties required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable“Subsidiary Guaranty”); and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such joinder to the Subsidiary Guaranty; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary Guarantor containing representations and warranties on behalf of such Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 (consistent with the supplemental representations made by the Parent in the Assumption Agreement) and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty); (iiiC) all documents as may be reasonably and customarily requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary Guarantor and the due authorization by all requisite action on the part of such Subsidiary Guarantor of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary Guarantor of its obligations thereunder; andand Waste Connections, Inc. Note Purchase Agreement (ivD) an opinion of counsel with respect reasonably satisfactory to the Required Holders covering such customary matters relating to such Subsidiary Guarantor and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution and delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness, in its capacity as a holder of such Indebtedness, under such Material Credit Facility for such release, other than the repayment of all or a portion of such Indebtedness, the holders of the ClosingNotes shall receive equivalent consideration substantially concurrently therewith (provided that, for the avoidance of doubt, this condition shall not apply to customary and usual fees paid in connection with the termination and replacement of a Material Credit Facility and out-of-pocket expenses, including attorneys’ fees, incurred in connection therewith), and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Sections 10.1(b) and 10.2(k), all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. The Parent REIT and If any Subsidiary of the Company will shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a “Debt Security”) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as assets concurrently to become a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary Guaranty in shall unconditionally guarantee (a “Subsidiary Guarantee”) all of the form Company’s obligations under the Securities and substance appended this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the Subsidiary Guaranty same extent as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; referred to above in (1) guaranteed such other Debt Securities and (ii) a certificate signed cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by an authorized responsible officer each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors’ rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary containing representations and warranties on behalf Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect hold such offices prior to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of the supplemental indenture or did not hold such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered offices at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as date of the Closingsuch supplemental indenture.

Subsidiary Guarantors. The Parent REIT and Each Subsidiary of the Company will listed on Schedule I hereto shall initially be a Subsidiary Guarantor. For so long as the Company’s 81/2 % Senior Subordinated Notes due 2011 are outstanding, (a) if any other Subsidiary of the Company shall become a subsidiary guarantor under the Company’s 81/2% Senior Subordinated Notes due 2011, the Company shall cause each such Subsidiary concurrently to become a Subsidiary Guarantor and (b) if any Subsidiary of the Company is released from its Subsidiaries that guarantees or otherwise becomes liable Guarantee of the Company’s 81/2% Senior Subordinated Notes due 2011, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s 81/2% Senior Subordinated Notes due 2011 when due at any timematurity, whether as a borrower or an additional or co-borrower upon redemption, repurchase or otherwise, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or in respect Subordinated Obligation that shall be Guaranteed by any Subsidiary of the Company and such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 17) to become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary, except that such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s 81/2% Senior Subordinated Notes due 2011 are outstanding and such Subsidiary is not added as a guarantor under any Primary Credit Facility the 81/2% Senior Subordinated Notes due 2011; provided, however, that such exception shall expire when the 81/2% Senior Subordinated Notes due 2011 cease to concurrently therewith: be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder. If (a) enter into any such Subsidiary which shall become a joinder Subsidiary Guarantor of the Notes pursuant to the Subsidiary Guaranty in immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closingcase may be, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and or (b) if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the following Trustee an Officers’ Certificate certifying to each Purchaser and holder that effect as of a Note: (i) an executed counterpart the date of such joinder to Officers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary or the Trustee, the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer Guarantee of such Subsidiary containing representations shall terminate and warranties be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 17. A Subsidiary Guarantee by a Subsidiary Guarantor shall be signed in the name and on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested Guarantor by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary manual or facsimile signature of its obligations thereunder; and President, any Vice President (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially whether or not designated by number or numbers or word or words added before or after the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingtitle “Vice President”), its Treasurer, its Secretary or any Assistant Secretary.

Subsidiary Guarantors. (a) The Parent REIT Company shall ensure that at all times each Subsidiary that has outstanding a Guaranty with respect to any Indebtedness outstanding under its Principal Bank Credit Agreement guarantees the obligations of the Company under the Notes and the hereunder. (b) The Company will cause each of its Subsidiaries that guarantees or otherwise Subsidiary which becomes liable at any time, whether a Subsidiary Guarantor to execute and deliver a guaranty agreement which shall be in a form comparable to and not materially more restrictive as a borrower or an additional or co-borrower or otherwise, for or whole than such guarantee and otherwise reasonably acceptable in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Required Holders (the “Subsidiary Guaranty as Exhibit A thereto Guaranty”) and to provide, together with an executed at the Closingcopy thereof, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder of a Note: : (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii1) a certificate signed by an authorized responsible officer Responsible Officer of such Subsidiary containing the Company making representations and warranties on behalf of such Subsidiary substantially to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.6, 5.75.7 and 5.17, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; , as applicable; (iii2) all relevant documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and and (iv3) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably 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 enforceable in accordance with respect to its terms, except as an enforcement of such Subsidiary terms may be limited by bankruptcy, insolvency, fraudulent conveyance and such joinder similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. All reasonable fees and expenses of the holders, including, without limitation, reasonable attorney’s fees, incurred in substantially connection with the form execution and delivery of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as the related agreements and opinions described above shall be borne by the Company. (c) Subject and subordinate to the requirements of Section 9.8(a), at the election of the ClosingCompany and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) that no amount is then due and payable by such Subsidiary Guarantor, (iii) if any fee or other form of consideration is given to any holder of Indebtedness of the Company expressly for the purpose of such release, holders of the Notes shall receive equivalent consideration, and (iv) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements.

Subsidiary Guarantors. The Parent REIT and the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into The Borrower will cause any Subsidiary which meets the criteria set forth in the definition of Required Guarantor to execute and deliver a joinder Subsidiary Guaranty to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) (i) within thirty (30) Business Days following the acquisition by such Subsidiary Guaranty of trademarks or other intangibles material to the conduct of the business of the Borrower and its Subsidiaries (in the form and substance appended to case of a Required Guarantor described in clause (a) of the definition of the term Required Guarantor), or (ii) within thirty (30) Business Days following the date of the delivery of the consolidating financial statements reflecting the fact that a Domestic Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement meets such definition of Required Guarantor (as defined in the Intercreditor Agreementcase of a Required Guarantor described in clause (b) (if applicableof such definition), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and. (b) In the event that the sum of the Shareholder's Equity of the Borrower and each Subsidiary Guarantor as reflected in a consolidating balance sheet of the Borrower (such sum hereinafter referred to as the “Guaranty Equity Sum”) does not exceed 80% of the Shareholder's Equity of the Borrower as determined on a Consolidated basis (the “Guaranty Equity Threshold”), then the Borrower shall cause such other Domestic Subsidiaries to execute and deliver a Subsidiary Guaranty as may be needed to cause the following Guaranty Equity Sum to each Purchaser and holder exceed the Guaranty Equity Threshold. If the Guaranty Equity Sum does not exceed the Guaranty Equity Threshold after the execution of a Note: Subsidiary Guaranty by all of the Domestic Subsidiaries, then the Administrative Agent and the Borrower shall agree to a mutually acceptable guaranty or security arrangement, or within thirty (30) days after notice from the Administrative Agent to the Borrower, the Borrower shall cause such Foreign Subsidiaries as are necessary to meet the Guaranty Equity Threshold to execute and deliver to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) a Subsidiary Guaranty acceptable in form and substance to the Administrative Agent. In the event that any Foreign Subsidiary shall have Shareholder's Equity as determined on a consolidating balance sheet of the Borrower in excess of 20% of the Shareholder's Equity of the Borrower as determined on a Consolidated basis then either (i) an executed counterpart of such joinder the Borrower and the Administrative Agent shall agree to the Subsidiary Guaranty; a mutually acceptable guaranty or security arrangement, or (ii) a certificate signed by an authorized responsible officer of within thirty (30) days after notice from the Administrative Agent to the Borrower the Borrower shall cause such Subsidiary containing representations and warranties on behalf of such Foreign Subsidiary to execute and deliver to the same effectAdministrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) a Subsidiary Guaranty acceptable in form and substance to the Administrative Agent (for example: if Foreign Subsidiary A has Shareholder's Equity of 21 % of the Shareholder's Equity of the Borrower and Foreign Subsidiary B has Shareholder's Equity of 21% of the Shareholder's Equity of the Borrower, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 then both Foreign Subsidiary A and 5.18 Foreign Subsidiary B shall be subject to the requirements of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed as of the Closingsentence).

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Subsidiaries subsidiaries (other than Foreign Subsidiaries) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (ai) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries providing a guaranty, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”) or (B) a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable)Guaranty; and (bii) deliver the following to each Purchaser and holder of a Note: (iA) an executed counterpart of such Subsidiary Guaranty or a joinder to the Subsidiary Guarantythereto; (iiB) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 5.6 and 5.18 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty;); BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT (iiiC) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) an upon request of the Required Holders, a customary opinion of counsel with respect reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder in substantially Subsidiary Guaranty as the form Required Holders may reasonably request. (b) At the election of opinion delivered at the Closing with respect Company and by written notice to the each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantors that existed Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility specifically for such release, equivalent consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the ClosingNotes substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Parent REIT and the Company will shall cause each of its Subsidiaries that guarantees the Original Subsidiary Guarantors to execute and deliver, on or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility to concurrently therewith: (a) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed at before the Closing, a guarantor Joinder Agreement and thereafter shall cause each Additional Subsidiary Guarantor to execute and deliver, or otherwise accede to (as defined in the Intercreditor Agreement) (if applicablepromptly upon becoming an Additional Subsidiary Guarantor), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following Subsidiary Guarantee pursuant to each Purchaser and holder of a Note: (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of which such Subsidiary containing representations and warranties on behalf Guarantor shall guarantee the payment of such Subsidiary to all amounts payable by the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of Company under this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Notes and the performance by such Subsidiary of its all obligations thereunder; and (iv) of the Company under this Agreement and the Notes and to deliver an opinion of outside legal counsel with respect to such Subsidiary Guarantee in form and substance satisfactory to the Majority Holders. (b) In the event that an Original Subsidiary Guarantor or an Additional Subsidiary Guarantor at any time (A) ceases to guarantee each of the Principal Credit Facilities and (B) is not an obligor under any Principal Credit Facility, the Company may upon written notice to the holders of the Notes referring to this Section 9.7(b) terminate the Subsidiary Guarantee issued by such joinder Subsidiary Guarantor with effect from the date of such notice so long as no Default or Event of Default shall have occurred and then be continuing or shall result therefrom. (c) The Company may, from time to time at its discretion and upon written notice to the holders of Notes, cause any of its Subsidiaries to enter into or accede to a Subsidiary Guarantee (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, including any modifications necessary to make the obligations of such Subsidiary Guarantee pari passu with the other unsecured and unsubordinated obligations of such Subsidiary) or otherwise in substantially form and substance reasonably satisfactory to the form Majority Holders (an “Optional Subsidiary Guarantee”). A Subsidiary that enters into an Optional Subsidiary Guaranty shall be referred to as an “Optional Subsidiary Guarantor”. An original executed counterpart of each such Optional Subsidiary Guaranty (together with an opinion delivered at the Closing of outside legal counsel with respect to such Subsidiary Guarantee in form and substance satisfactory to the Majority Holders) shall be delivered to each holder of Notes promptly after the execution thereof. The Company may further, from time to time at its discretion and upon written notice to the holders of the Notes referring to this Section 9.7(c), release and discharge such Optional Subsidiary Guarantor from its obligations under its Optional Subsidiary Guaranty with effect from the date of such notice so long as no Default or Event of Default shall have occurred and Subsidiary Guarantors that existed as of the Closingthen be continuing or shall result therefrom.

Subsidiary Guarantors. (a) The Parent REIT Company will cause any and all of its direct and indirect Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly become a Subsidiary Guarantor hereunder by way of execution of a Subsidiary Guaranty or Guarantor Supplement, as applicable. Furthermore, within 30 days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to Prudential, the Purchasers and/or holders of the Notes pursuant to Section 7.1(a) and/or (b), the Company will cause each such Domestic Subsidiary to become a Subsidiary Guarantor hereunder by way of its Subsidiaries execution of a Subsidiary Guaranty or a Guarantor Supplement, as applicable. In connection with the foregoing, the Company shall deliver to Prudential (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) such Organization Documents, officer’s certificates and opinions of in-house counsel as Prudential, the Purchasers and/or holders of the Notes, as applicable, may reasonably request; provided that, upon reasonable request of Prudential, the Purchasers and/or holders of the Notes, as applicable, the Company shall deliver opinions of outside counsel with respect to such Subsidiary Guarantors. (b) If at any time any Subsidiary that guarantees is not required to be a Subsidiary Guarantor hereunder provides a guarantee or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwiseotherwise of, for the Company’s obligations under any Material Credit Facility or any other senior Indebtedness in excess of $25,000,000, the Company will then promptly cause such Subsidiary (other than Graybar Canada) to become a Subsidiary Guarantor hereunder by way of execution of a Subsidiary Guaranty or a Guarantor Supplement, as applicable; provided, however, that the foregoing shall not apply to any guaranty created, issued, incurred or assumed by a Foreign Subsidiary in respect of Indebtedness incurred by any other Subsidiary so long as such Foreign Subsidiary that creates, incurs or assumes such guaranty has not also created, issued, incurred or assumed a guaranty in respect of Indebtedness under incurred by the Company or any Primary Domestic Subsidiary pursuant to the Material Credit Facility Facility. In connection with the foregoing, the Company shall deliver to concurrently therewith:Prudential (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) such Organization Documents, officer’s certificates and opinions of counsel as Prudential, the Purchasers and/or the holders of the Notes, as applicable, may reasonably request. (ac) enter into a joinder to the Subsidiary Guaranty in the form and substance appended to the Subsidiary Guaranty as Exhibit A thereto executed If, at the Closing, a guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and a Grantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable); and (b) deliver the following to each Purchaser and holder end of a Note: fiscal quarter, the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (i) an executed counterpart of such joinder to the Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather other than the Companyaggregate net revenues of Graybar Services, Inc. and Graybar Financial Services, Inc. and their respective Subsidiaries) in the form of Exhibit B to the Subsidiary Guaranty; (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary exceeds 10% of the execution aggregate net revenues of the Company and delivery of such Subsidiary Guaranty and its Subsidiaries for the performance by such Subsidiary of its obligations thereunder; and (iv) an opinion of counsel with respect to such Subsidiary and such joinder in substantially the form of opinion delivered at the Closing with respect to the Subsidiary Guaranty and Subsidiary Guarantors that existed last 12 month period ended as of the Closingend of such fiscal quarter, the Company shall cause Domestic Subsidiaries that are not Credit Parties to become Subsidiary Guarantors by executing and delivering to Prudential (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) a Guarantor Supplement as and to the extent required so that the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (other than the aggregate net revenues of Graybar Services, Inc. and Graybar Financial Services, Inc. and their respective Subsidiaries) no longer exceeds 10% of the aggregate net revenues of the Company and its Subsidiaries for the last 12 month period ended as of the end of such fiscal quarter. In connection with the foregoing, the Company shall deliver to Prudential (only during the Issuance Period), to the Purchasers (after the acceptance of any request for purchase of Notes but before the issuance of such Notes) and holders of the Notes (after Notes have been issued) such Organization Documents, officer’s certificates and opinions of counsel as Prudential, and the Purchasers and/or holders of the Notes, as applicable, may reasonably request.