Common use of Additional Guarantors; Release of Guarantors Clause in Contracts

Additional Guarantors; Release of Guarantors. In the event of any Bond Issuance occurring after the Closing Date or the issuance after the Closing Date of any guaranty or other credit support for any Bonds, in each case by any Wholly-Owned Subsidiary or any wholly-owned Subsidiary of the Parent Guarantor (other than the Operating Partnership, an existing Guarantor, Borrower or an Immaterial Subsidiary) (any such Bond Issuances, guarantees and credit support being referred to as “Bond Debt”), such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (in each case, an “Additional Guarantor”), in each case within 15 days after such Bond Issuance by executing and delivering to the Administrative Agent a Guaranty Supplement guaranteeing the Obligations of the other Loan Parties under the Loan Documents; provided, however, that Wholly-Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent (A) all of the documents set forth in Sections 3.01(a)(iii) and (iv) with respect to such Additional Guarantor, (B) all of the “know your client” information relating to such Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors; Release of Guarantors. (a) In the event of any Bond Issuance occurring after that the Closing Date Borrower shall request that certain Real Estate owned (or the issuance after the Closing Date of any guaranty or other credit support for any Bonds, in each case leased under a Ground Lease) by any a Wholly-Owned Subsidiary of the Borrower be included as a Borrowing Base Property as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Property, cause each such Wholly-Owned Subsidiary, of Borrower that owns or leases under a Ground Lease such Real Estate and any whollyTRS Lessee that leases such Real Estate under an Operating Lease and each other Wholly-owned Owned Subsidiary of the Parent Guarantor (other than the Operating Partnership, an existing Guarantor, Borrower or an Immaterial Subsidiary) (TRS that owns a direct or indirect interest in any of such Bond IssuancesSubsidiaries and/or is a pledgor of the Equity Interests in any of such Persons pursuant to the Assignment of Interests, guarantees to execute and credit support being referred deliver to as “Bond Debt”)the Agent a Joinder Agreement, and such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, shall become a Guarantor hereunder (in each case, an “Additional Guarantor”)and thereunder. In addition, in each case within 15 days after the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly cause such Bond Issuance by executing Subsidiary to execute and delivering deliver to the Administrative Agent a Guaranty Supplement guaranteeing the Obligations of the other Loan Parties under the Loan Documents; provided, however, that Wholly-Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the FacilityJoinder Agreement, and (iii) Secured Debt, in each case without being required to such Subsidiary shall become a Guarantor pursuant to this Section 5.01(j)hereunder and thereunder. Each Additional such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor shallhereunder and thereunder and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all representations, within covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such 15 day periodSubsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent (A) all of such organizational agreements, resolutions, consents, opinions and other documents and instruments as the documents set forth in Sections 3.01(a)(iii) and (iv) with respect to such Additional Guarantor, (B) all of the “know your client” information relating to such Additional Guarantor that is Agent may reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuingrequire.

Additional Guarantors; Release of Guarantors. In the event of any Bond Issuance occurring after the Closing Date or the issuance after the Closing Date of any guaranty or other credit support for any Bonds, in each case by any Wholly-Owned Subsidiary or any wholly-owned Subsidiary Pursuant to Section 7.12 of the Parent Guarantor (Term Loan Agreement, Material Subsidiaries that are not also Excluded Subsidiaries are required to become Guarantors by, among other than the Operating Partnershipthings, an existing Guarantor, Borrower or an Immaterial Subsidiary) (any such Bond Issuances, guarantees and credit support being referred to as “Bond Debt”), such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (in each case, an “Additional Guarantor”), in each case within 15 days after such Bond Issuance by executing and delivering to Administrative Agent a Joinder Agreement. Any Subsidiary which executes and delivers to the Administrative Agent a Guaranty Supplement guaranteeing the Obligations Joinder Agreement shall be a Guarantor for all purposes hereunder. Under certain circumstances described in Section 7.12(b) of the other Term Loan Parties Agreement, certain Subsidiaries may obtain from the Administrative Agent, if the Administrative Agent is authorized to do so under the Term Loan Documents; Agreement, a written release from this Guaranty pursuant to the provisions of such Section 7.12, and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder, provided, however, that Wholly-Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall be permitted the conditions to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent (A) all of the documents release set forth in Sections 3.01(a)(iiisuch Section 7.12(b) and (iv) with respect are satisfied immediately before giving effect to such Additional Guarantorrelease. In the event any such conditions to such release are later found to have not been satisfied, (B) all then any such release shall be deemed null and void and the Affiliate of the “know your client” information relating Borrower that was the subject of such release shall instead be deemed to such Additional have remained a Guarantor that is reasonably requested by the Administrative Agent or any Lender and (C) hereunder for all purposes of this Guaranty. A release of a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided Guaranty pursuant to Section 7.12(b) shall not waive any later requirement which may arise under Section 7.12(a) pursuant to which such released Guarantor would be obliged to become party hereto as a Guarantor. Each other Guarantor consents and agrees to any such release and agrees that no Event of Default such release shall have occurred and be continuingaffect its obligations hereunder.

Additional Guarantors; Release of Guarantors. In the event of any Bond Issuance occurring after the Closing Date or the issuance after the Closing Date of any guaranty or other credit support for any Bonds, in each case by any Wholly-Owned Wholly‑Owned Subsidiary or any wholly-owned wholly‑owned Subsidiary of the Parent Guarantor (other than the Operating Partnership, an existing Guarantor, Borrower Guarantor or an Immaterial Subsidiary) (any such Bond Issuances, guarantees guaranties and credit support being referred to as “Bond Debt”), such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (in each caseeach, an “Additional Guarantor”), in each case ) within 15 days after such Bond Issuance by executing and delivering to the Administrative Agent a Guaranty Supplement guaranteeing the Obligations of the other Loan Parties under the Loan Documents; provided, however, that Wholly-Owned Wholly‑Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent (A) all of the documents set forth in Sections 3.01(a)(iii), (iv), (v), (vi) and (ivvii) with respect to such Additional Guarantor, (B) all of the “know your client” information relating to such Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender Party and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Borrowers shall cause the Guarantors hereunder to be the same as the “Guarantors” as defined in and under the Global Loan Documents at all times. The Administrative Agent shall, upon Digital Realty – Yen Credit Agreement the request of the Operating Partnership, release any Guarantor that is released from the Global Loan Documents in accordance with their terms as a “Guarantor” (as defined thereunder) from the Guaranty, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors; Release of Guarantors. In the event of any Bond Issuance occurring after the Closing Date or the issuance after the Closing Date of any guaranty or other credit support for any Bonds, in each case by any Wholly-Owned Subsidiary or any wholly-owned Subsidiary Upon delivery of the Parent Guarantor annual financial statements for the Fiscal Year ending September 30, 2011 and upon delivery of the annual financial statements for each subsequent Fiscal Year ending thereafter as required under Section 6.01(a), the Borrower shall cause any new or existing subsidiary of the Borrower which is a Significant Subsidiary (other than the Operating Partnership, an existing Guarantor, Borrower or an Immaterial Subsidiaryany Foreign Holding Company ) (any such Bond Issuances, guarantees and credit support being referred to as “Bond Debt”), such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, end of such Fiscal Year and which is not already a Guarantor to (a) become a Guarantor hereunder (in each case, an “Additional Guarantor”), in each case within 15 days after such Bond Issuance by executing and delivering to the Administrative Agent a Guaranty Supplement guaranteeing the Obligations counterpart of the Guaranty or such other Loan Parties under document as the Loan Documents; provided, however, that Wholly-Owned Foreign Subsidiaries that are not Immaterial Subsidiaries Administrative Agent shall be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facilitydeem appropriate for such purpose, and (iiib) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such 15 day periodupon the request of the Administrative Agent, deliver to the Administrative Agent (A) all documents of the documents set forth types referred to in Sections 3.01(a)(iiiclauses (iii) and (iv) with respect of Section 4.01(a) and favorable opinions of in-house counsel to such Additional GuarantorPerson (which shall cover, (B) all among other things, the legality, validity, binding effect and enforceability of the “know your client” information relating documentation referred to such Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender and in clause (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Administrative Agenta)), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent. If any Additional Any Guarantor that is either (i) no longer a Significant Subsidiary as of the end of such Fiscal Year or (ii) released from its obligations as a guarantor or credit support provider with respect to both the Indebtedness under the Note Purchase Agreement and the Indebtedness under the Revolving Credit Agreement shall be, notwithstanding any Bondsother provision in the Guaranty to the contrary, then automatically released from the Guaranty. Upon release of any Guarantor pursuant to the preceding clause (ii), the Administrative Agent shallshall execute such other documentation as is reasonably requested by the Borrower to evidence such release. The Lenders and the Administrative Agent specifically acknowledge and agree that (i) AECOM Global, upon Inc. shall be, and hereby is, released from all of its obligations under the request of Guaranty executed in connection with the Operating PartnershipExisting Credit Agreement and (ii) AECOM Global, release such Additional Guarantor from Inc. has no obligations under the Guaranty, provided that no Event of Default shall have occurred Guaranty being executed in connection herewith or otherwise in connection with this Agreement and be continuingthe other Loan Documents.

Additional Guarantors; Release of Guarantors. (a) In the event of any Bond Issuance occurring after that the Closing Date or the issuance after the Closing Date of any guaranty or other credit support for any Bonds, in each case Borrower shall request that certain Real Estate owned by any a Wholly-Owned Subsidiary or any whollyof the Borrower be included as a Borrowing Base Property as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Property, cause (i)each such Wholly-owned Owned Subsidiary of the Parent Guarantor Borrower that owns such Real Estate and any TRS Lessee that leases such Real Estate under an Operating Lease and (ii) each other than the Operating Partnership, an existing Guarantor, Wholly-Owned Subsidiary of Borrower or an Immaterial Subsidiary) (TRS Lessee that owns a direct or indirect interest in any of such Bond IssuancesSubsidiaries, guarantees to execute and credit support being referred deliver to as “Bond Debt”)the Agent a Joinder Agreement, and such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, shall become a Guarantor hereunder (in each case, an “Additional Guarantor”)and thereunder. In addition, in each case within 15 days after the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly cause such Bond Issuance by executing Subsidiary to execute and delivering deliver to the Administrative Agent a Guaranty Supplement guaranteeing the Obligations of the other Loan Parties under the Loan Documents; provided, however, that Wholly-Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the FacilityJoinder Agreement, and (iii) Secured Debt, in each case without being required to such Subsidiary shall become a Guarantor pursuant to this Section 5.01(j)hereunder and thereunder. Each Additional such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor shallhereunder and thereunder and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all representations, within covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such 15 day periodSubsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent (A) all of such organizational agreements, resolutions, consents, opinions and other documents and instruments as the documents set forth in Sections 3.01(a)(iii) and (iv) with respect to such Additional Guarantor, (B) all of the “know your client” information relating to such Additional Guarantor that is Agent may reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuingrequire.

Additional Guarantors; Release of Guarantors. (a) In the event of any Bond Issuance occurring after that the Closing Date Borrower shall request that certain Real Estate owned (or the issuance after the Closing Date of any guaranty or other credit support for any Bonds, in each case leased under a Ground Lease) by any a Wholly-Owned Subsidiary or any whollyof the Borrower be included as a Borrowing Base Property as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Property, cause each such Wholly-owned Owned Subsidiary of the Parent Guarantor (Borrower that owns or leases under a Ground Lease such Real Estate and any TRS Lessee that leases such Real Estate under an Operating Lease and each other than the Operating Partnership, an existing Guarantor, Wholly-Owned Subsidiary of Borrower or an Immaterial Subsidiary) (TRS that owns a direct or indirect interest in any of such Bond IssuancesSubsidiaries, guarantees to execute and credit support being referred deliver to as “Bond Debt”)the Agent a Joinder Agreement, and such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, shall become a Guarantor hereunder (in each case, an “Additional Guarantor”)and thereunder. In addition, in each case within 15 days after the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly cause such Bond Issuance by executing Subsidiary to execute and delivering deliver to the Administrative Agent a Guaranty Supplement guaranteeing the Obligations of the other Loan Parties under the Loan Documents; provided, however, that Wholly-Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the FacilityJoinder Agreement, and (iii) Secured Debt, in each case without being required to such Subsidiary shall become a Guarantor pursuant to this Section 5.01(j)hereunder and thereunder. Each Additional such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor shallhereunder and thereunder and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all representations, within covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such 15 day periodSubsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent (A) all of such organizational agreements, resolutions, consents, opinions and other documents and instruments as the documents set forth in Sections 3.01(a)(iii) and (iv) with respect to such Additional Guarantor, (B) all of the “know your client” information relating to such Additional Guarantor that is Agent may reasonably requested by the Administrative Agent or any Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default shall have occurred and be continuingrequire.