Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. Promptly upon any Person ----------------------- becoming a Subsidiary of the Company on or after the date hereof, the Company shall so notify the Bank (specifying such Subsidiary) and, if requested by the Bank, (a) Subject cause the shares of capital stock of such Person to Section 5.12(c) below, as a condition be pledged to the inclusion Bank by the owner thereof pursuant to a pledge agreement (which may be an existing Security Document) in form and substance satisfactory to the Bank (unless such Person is a Foreign Subsidiary of any Real Property Asset as an Unencumbered Propertythe Company, if applicable, the REIT Guarantor and the Borrower shall in which case (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary Person is a Person organized under the laws Subsidiary of any state a Foreign Subsidiary of the United States or the District Company, no shares of Columbia, stock of such Person shall be required to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pledged pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; a) and (ii) in all other cases, not more than 65% of the issued and outstanding stock of such Person shall be required to be pledged hereunder); (b) cause such Person (unless such Person is a Foreign Subsidiary of the Company) to execute and deliver to the Bank a Guarantee in form and substance reasonably satisfactory to the Bank (which shall, to the fullest extent practicable, be in the form of one of the existing Security Documents) guaranteeing the obligations of the Company hereunder and under the other Credit Documents to which it is party; (c) cause such Person (unless such Person is a Foreign Subsidiary of the Company) to execute and deliver a security agreement, pledge agreement and/or mortgage in form and substance reasonably satisfactory to the Bank (each of which shall, to the fullest extent practicable, be in the form of one of the existing Security Documents) granting Liens on substantially all of the properties, assets, revenues, rights or business of such Subsidiary as collateral security for the payment of the obligations of the Company hereunder and under the other Credit Documents to deliver which it is party; and (d) cause to be executed and delivered to the Bank such other documentation as the Administrative Agent Bank may reasonably request in connection with the foregoing, including, without limitation, certificates evidencing pledged shares of stock, executed, undated stock powers therefor, certified corporate resolutions and other organizational and authorizing corporate documents of such Subsidiary, Person and favorable opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a above, subject to customary manner), all of which shall be reasonably exceptions satisfactory to the Administrative AgentBank) all in form, content and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Actscope, OFACmutatis mutandis, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery comparable to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other ------- -------- corresponding documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor furnished pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute Sections 6.01 and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.02 hereof.

Additional Subsidiaries. (a) Subject to In furtherance, and not in limitation, of Section 5.12(c) below6.10(a), as a condition but subject to the inclusion limitations of such Section, promptly upon (and in any Real Property Asset event (x), for any such creation or acquisition constituting an Investment in excess of $10,000,000, in the aggregate, concurrent with (or such later date as the Administrative Agent shall agree to in its sole discretion) and (y), for any such creation or acquisition constituting an Unencumbered PropertyInvestment not in excess of $10,000,000, if applicablein the aggregate, within 30 days after (or such later date as the REIT Guarantor and the Borrower Administrative Agent shall agree to in its sole discretion)) (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws creation or acquisition of any state of direct or indirect Subsidiary by any Loan Party, each such new Subsidiary and the United States or the District of Columbia, to become a Guarantor hereunder through the execution Loan Parties will execute and delivery deliver to the Administrative Agent of a duly executed Guarantor Joinder Agreement in accordance with Section 12.12, pursuant to which (1) such new Subsidiary (unless it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Domestic Subsidiary) shall become a party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (2) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents; and (other than ii) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is an Excluded Subsidiary, (1) that owns, directly or indirectly, any Capital Stock of any each such new Excluded Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution will execute and delivery deliver to the Administrative Agent a duly executed Negative Pledge Agreement and (2) the Equity Interests (as defined in the Security Agreement) of a Joinder such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. As promptly as reasonably possible, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Equity Interests (as defined in the Security Agreement), together with undated, executed transfer powers, and such other Collateral Documents and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, in each case under this clause (i)form, on or before content and scope reasonably satisfactory to the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation Administrative Agent, as the Administrative Agent may reasonably request in connection with the foregoingtherewith and, includingif applicable, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and will take such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation action as the Administrative Agent may reasonably request to create in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents favor of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and a Prior Security Interest in the Lenders Collateral, to comply with PATRIOT Actthe extent provided in the Collateral Documents, OFAC, for the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become Secured Obligations. If any Loan Party delivers a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) Mortgage with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Datereal property, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release it will also deliver any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt Real Estate Deliverables required by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lendersapplicable Law.

Additional Subsidiaries. (a) Subject to Section 5.12(cWithin thirty (30) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall days after (i) cause the redesignation of an Immaterial Subsidiary as a Material Subsidiary in accordance with Section 8.10(b) below or (as applicable) (xii) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws creation or acquisition of any state of the United States or the District of ColumbiaMaterial Subsidiary, including in connection with any Permitted Acquisition (any such Subsidiary, a “New Material Subsidiary”), cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of (unless otherwise agreed to by the Administrative Agent): (A) a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything duly executed joinder agreement in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) form and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery substance reasonably satisfactory to the Administrative Agent of a Joinder joining such New Material Subsidiary to the Subsidiary Guaranty Agreement, in each case under this clause the Collateral Agreement and any other applicable Security Documents, (i), on or before B) such updated Schedules to the date on which an Unencumbered Property owned Loan Documents as requested by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, regard to such Person (including, without limitation, certified resolutions updated Schedules 6.1(a) and other organizational and authorizing documents 6.1(b) reflecting the creation or acquisition of such New Material Subsidiary), (C) such original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or the applicable Material Subsidiary, as applicable, in such New Material Subsidiary (unless such New Material Subsidiary is a Restricted Subsidiary), (D) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to such Subsidiary (which shall cover, among other thingsthe Administrative Agent and the Lenders with respect to the New Material Subsidiary, the legality, validity, binding effect Loan Documents and enforceability of such other matters as the documentation referred to above in a customary mannerLenders shall request), and (E) such other documents and certificates as may be reasonably requested by the Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Borrower may, at any time and upon written notice to the Administrative Agent, redesignate any Immaterial Subsidiary as a Material Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that any Subsidiary no longer qualifies as an Immaterial Subsidiary such Subsidiary shall be redesignated as a Material Subsidiary and shall comply with clause (a) of this Section. (c) Notify the Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the Borrower or any Material Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after notification), cause to be executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent): (i) Foreign Pledge Agreements pledging sixty-five percent (65%) of the total outstanding Capital Stock of such other information required new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in order for blank by the registered owner thereof), (ii) such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person (including, without limitation, updated Schedules 6.1(a) and 6.1(b) reflecting the creation or acquisition of such Person), (iii) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Lenders with respect to comply with PATRIOT Act, OFACsuch Person, the Beneficial Ownership RegulationLoan Documents and such other matters as the Lenders shall request), and (iv) such other “know- your-customer” diligence requirementsdocuments and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (bd) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than Within thirty (30) days after such acquisitionthe creation or acquisition of any new Subsidiary, incorporation or other creation (or such longer period as may including in connection with any Permitted Acquisition, cause to be agreed executed and delivered to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel (unless otherwise agreed to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver duly executed joinder agreement in the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained form attached to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersIntercompany Subordination Agreement joining such new Subsidiary thereto.

Additional Subsidiaries. Notify the Administrative Agent within five (a5) Subject to Section 5.12(c) belowBusiness Days after any determination that, as a condition to of the inclusion last day of any Real Property Asset as an Unencumbered Property, if applicablefiscal quarter of the Borrower, the REIT Guarantor total assets and sales of the then-existing Material Subsidiaries accounted for less than eighty percent (80%) of the Borrower’s domestic Consolidated assets and sales, in which case the Borrower shall cause one or more Domestic Subsidiaries (other than Excluded Subsidiaries) which are not then Material Subsidiaries to be characterized as a Material Subsidiary and promptly thereafter (and in any event within forty-five (45) days after such determination), cause such Person to (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery by delivering to the Administrative Agent of a duly executed Joinder Agreement Agreement, (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(bii) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery deliver to the Administrative Agent of a Joinder Agreementsuch documents and certificates referred to in Section 4.01 as may be reasonably requested by the Administrative Agent, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (iiiii) cause each such Subsidiary deliver to deliver such other documentation as the Administrative Agent may reasonably request in connection such updates to the Schedules to the Loan Documents as requested by the Administrative Agent with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel respect to such Subsidiary Person, and (which shall cover, among iv) deliver to the Administrative Agent such other things, documents and instruments as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent. The Borrower shall calculate whether, and such other information required in order for as of the Administrative Agent and last day of any fiscal quarter of the Lenders to comply with PATRIOT Act, OFACBorrower, the Beneficial Ownership Regulation, and other “know- yourthen-customer” diligence requirements. existing Material Subsidiaries accounted for less than eighty percent (b80%) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all Borrower’s domestic Consolidated assets and sales at the time of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a compliance certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b6.01(c), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. At the time any Person becomes a direct or indirect Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within sixty (60) days after the date thereof) the Credit Parties shall cause such Person to (a) Subject to Section 5.12(c) belowexecute a Joinder Agreement in substantially the same form as Exhibit F, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (ib) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state all of the United States or the District Capital Stock (if any) of Columbia, such Person to become a Guarantor hereunder through the execution and delivery be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to a pledge agreement in substantially the form of a Joinder the Pledge Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement or a joinder to the contrary, Subsidiaries organized under the laws of Canada, existing Pledge Agreement) or otherwise in a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject form reasonably acceptable to the limitations Administrative Agent, (c) pledge its Property to the Administrative Agent pursuant to a security agreement in Section 7.12(bsubstantially the form of the Security Agreement (or a joinder to the existing Security Agreement) without or otherwise in a form reasonably acceptable to the Administrative Agent, (d) if such subsidiaries becoming Guarantors hereunderPerson has any Subsidiaries, provided for (i) deliver all of the avoidance Capital Stock (if any) of doubt such Subsidiary shall constitute Subsidiaries owned by it (together with undated stock powers signed in blank) to the Administrative Agent and (ii) execute an appropriate pledge agreement (or a Property Party hereunderjoinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Administrative Agent, (ye) if such Person owns any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation, and deliver such title policies, surveys, environmental reports, flood hazard reports and other documentation as the Administrative Agent may reasonably request, in each Subsidiary that case in a form reasonably acceptable to the Administrative Agent, (f) if such Person leases (i) any plant, warehouse or other material real property, to the extent required by the Administrative Agent, (A) use its commercially reasonable efforts to obtain the applicable landlord's consent to grant the Administrative Agent a mortgage Lien on its leasehold interest in such plant warehouse or other material property and (B) to the extent such landlord's consent is not obtained, execute any and all necessary leasehold mortgages, leasehold deeds of trust, leasehold deeds to secure debt or other appropriate real estate collateral documentation, and deliver such title policies, surveys, environmental reports, flood hazard reports and other documentation as the Administrative Agent may reasonably request, in each case in a Loan Party form acceptable to the Administrative Agent, or (ii) any other real property (other than an Excluded Subsidiary) that ownsoffice location), directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant use its commercially reasonable efforts to clause (x) above cause to become a Guarantor hereunder through the execution and delivery be delivered to the Administrative Agent of a Joinder Agreement, landlord waiver or estoppel letter with respect thereto in each case under this clause (i), on or before a form reasonably acceptable to the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; Administrative Agent and (iig) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, certified resolutions and other organizational and authorizing documents of such Subsidiary, Person and favorable opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannerabove), all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. If (a) Subject to Section 5.12(c) belowany additional Subsidiary of the Borrower is formed or acquired after the Closing Date, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for immediately notify the Administrative Agent and the Lenders to comply with PATRIOT Act, OFACand (i) if such additional Subsidiary is a Domestic Subsidiary or Canadian Subsidiary, the Beneficial Ownership RegulationBorrower shall cause such Subsidiary to become a party to (A) this Agreement and the Guaranty, as a Subsidiary Guarantor, and (B) each Domestic IP Agreement, the Canadian Pledge Agreement, if applicable, and the Canadian Security Agreement, if applicable, and each other “know- your-customer” diligence requirements. applicable security document in the manner provided therein, in each case within three (3) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent or any of the Lenders shall reasonably request; and (ii) if any Stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause certificates and promissory notes evidencing such Stock and Indebtedness to be pledged to secure the Obligations within three (3) Business Days after such Subsidiary is formed or acquired and (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that which is not a Loan Party that owns, directly or indirectly, any Capital Stock commences a case under Chapter 11 of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection Bankruptcy Code which is administratively consolidated with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other thingsCase, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which Borrower shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for immediately notify the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(aparty to (A) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(aGuaranty, as a Subsidiary Guarantor and (B) or Section 5.12(b). Notwithstanding anything herein contained to the contraryeach Domestic IP Agreement, the foregoing provisions shall Canadian Pledge Agreement, if applicable, and the Canadian Security Agreement, if applicable, and each other applicable security document in the manner provided therein (or, with respect to a Subsidiary that is not apply to the REIT Guarantora Domestic Subsidiary or a Canadian Subsidiary, which may only be released upon the written approval of such other loan agreements, guaranties, pledge agreements, security agreements or other documents as the Administrative Agent or the Requisite Lenders may request, which, in each case, shall be in form and all substance reasonably acceptable to the Requisite Lenders), in each case within three (3) Business Days after such Subsidiary’s case under Chapter 11 of the LendersBankruptcy Code is administratively consolidated with the Case and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent or any of the Lenders shall reasonably request.

Additional Subsidiaries. (a) Subject to Section 5.12(c) belowWithin 45 days after the end of each Fiscal Quarter, as a condition to notify the inclusion Administrative Agent in writing of any Real Property Asset as an Unencumbered Propertyeach Subsidiary formed or acquired in such Fiscal Quarter, if applicable, together with the REIT Guarantor and the Borrower shall (i) cause jurisdiction of formation, (as applicableii) number of shares of each class of Capital Stock outstanding, (xiii) the number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary that owns such Unencumbered Propertyand (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto, with respect to each such Subsidiary is a Person organized under the laws of any state of the United States Subsidiary; and (b) Within forty-five (45) days (in each case, or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom such later date as may be owners agreed by the Collateral Agent at its sole option) after the end of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereundereach Fiscal Quarter, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) cause each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that ownswas acquired, directly formed or indirectly, any Capital Stock of ceased to be an Excluded Subsidiary (including any Subsidiary which becomes a guarantor pursuant that ceased to clause be an Immaterial Subsidiary as of the end of CHAR1\1982293v2 the most recently completed Fiscal Quarter) during such Fiscal Quarter to (xA) above to become a Guarantor hereunder through the execution by executing and delivery delivering to the Administrative Agent of a Guarantor Joinder Agreement, in each case under this clause (i), on Agreement or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation document as the Administrative Agent may reasonably request for such purpose (including as required under the Pledge and Security Agreement) together with supplements to Schedules 6.13, 6.17, 6.20(a) and 6.26(a) and any Schedule to the Collateral Documents, in connection with each case, to the foregoingextent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, including, without limitation, certified resolutions and other organizational and authorizing (B) deliver to the Administrative Agent documents of such Subsidiarythe types referred to in Sections 5.1(b), (c), and (e) and take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannerclause (A)), all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor ; provided that if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Special Purpose Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers pursuant to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwisethis Section 7.12(b) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required related Permitted Securitization Transaction is in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenderseffect.

Additional Subsidiaries. As security for the Obligations, the Borrower will execute and deliver an amendment to the Pledge Agreement promptly (but in no event more than 30 days) after the acquisition by the Borrower of a Subsidiary. The Borrower further agrees to execute and deliver to the Lender all shares of stock of such Subsidiaries hereafter owned together with all stock certificates and duly executed stock powers necessary to perfect the Lender's security interest therein. 7. Exhibit D to the Credit Agreement shall be amended in its entirety and replaced with Revised Exhibit D attached hereto and made a part hereof. 8. Notwithstanding the execution of this Amendment, all of the indebtedness evidenced by the Note shall remain in full force and effect, as modified hereby, and all of the collateral described in the Agreement and the Credit Documents shall remain subject to the liens, security interests and assignments of the Agreement and the Credit Documents as security for the indebtedness evidenced by the Note and all other indebtedness described therein; and nothing contained in this Amendment shall be construed to constitute a novation of the indebtedness evidenced by the Note or to release, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever (a) Subject the validity or enforceability of the indebtedness evidenced by the Note; (b) the liens, security interests, assignments and conveyances effected by the Agreement or the Credit Documents, or the priority thereof; (c) the liability of any maker, endorser, surety, guarantor or other person that may now or hereafter be liable under or on account of the Note or the Agreement or the Credit Documents; or (d) any other security or instrument now or hereafter held by the Lender as security for or as evidence of any of the above-described indebtedness. 9. All references in the Credit Documents to Section 5.12(c) below, as a condition "Credit Agreement" shall refer to the inclusion Agreement as amended by this Amendment, and as the Agreement may be further amended from time to time. 10. The Borrower certifies that the organizational documents of any Real Property Asset the Borrower have not been amended since December 29, 1995. 11. The Borrower hereby represents and warrants to the Lender that all representations and warranties contained in the Agreement are true and correct as of the date hereof (except representations and warranties that are expressly limited to an Unencumbered Property, if applicable, the REIT Guarantor earlier date); and the Borrower shall (i) cause (as applicable) (x) the Subsidiary hereby certifies that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws no Event of Default nor any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt event that, notwithstanding anything upon notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing. 12. Except as hereby amended, the Agreement shall remain in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom full force and effect as written. This Amendment may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations executed in Section 7.12(b) without such subsidiaries becoming Guarantors hereunderone or more counterparts, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agentdeemed an original, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which when taken together shall constitute one and the same instrument. The covenants and agreements contained in this Amendment shall apply to and inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 13. Nothing contained herein shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether construed as a borrowerwaiver, co-borrower, guarantor acknowledgment or otherwise) with respect consent to any Indebtedness that is Recourse Debt or the Indebtedness breach of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default existsunder the Agreement and the Credit Documents not specifically mentioned herein, and the Administrative Agent consents granted herein are effective only in the specific instance and for the purposes for which given. 14. This Amendment shall promptly release any Subsidiary be governed by the laws of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent State of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersAlabama.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within Within ten (10) Business Days (or such later date as agreed by the Administrative AgentServicer may agree in its sole discretion) after any Domestic Subsidiary is acquired or formed (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, the Sponsor shall (i) notify the Servicer and the Participants thereof, (ii) if such occurrence Domestic Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Guarantor by (x) executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) a security agreement or a joinder agreement thereto granting to the Servicer for the benefit of the Participants a first priority security interest and lien in all of its assets pursuant to the Credit Party Collateral Documents (subject to Liens permitted hereunder), in form reasonably satisfactory to the Servicer and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Servicer. In the event that any Domestic Subsidiary that is not already a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) to cause it to (x) become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the Servicer. [Reserved]. Notwithstanding anything to the contrary in this Agreement, (i) none of the Inactive Subsidiaries shall be required to become a Guarantor or to execute the Guaranty Agreement, subject to compliance with Section 8.13 and (ii) the Sponsor shall cause each Inactive Subsidiary to be dissolved as soon practicable without incurring adverse tax consequences unless otherwise permitted by the Servicer with such consent not to be unreasonably withheld, conditioned or delayed. Holdings will cause any Domestic Subsidiary or any other Domestic Controlled Affiliate that provides a Guarantee or otherwise becomes liable (including as a borrower or co-borrower) in respect of the obligations under Section 5.12(a) or Section 5.12(b) any agreement providing for the incurrence of Indebtedness that is pari passu with the Indebtedness under this Agreement to execute become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersServicer.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicableA) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is deliver a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery notice to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof creation or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock acquisition of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (iiB) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary promptly thereafter (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, in any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than event within thirty (30) days after such creation or acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Person that is a Material Domestic Subsidiary to deliver become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other documentation document as the Administrative Agent may shall deem reasonably request appropriate for such purpose; provided that clause (i)(B) shall not be applicable where a Guaranty Obligation of the Term Loan Facility by such Subsidiary would result in connection material adverse tax consequences to the Borrower or its Subsidiaries as reasonably determined by the Borrower; (ii) (A) with respect to any Person that becomes a Material Domestic Subsidiary, deliver to the foregoingAdministrative Agent such original Capital Stock or other certificates and stock or other transfer powers evidencing one hundred percent (100%) of the Capital Stock of such Person duly executed in blank by a duly authorized officer of the holder of such Capital Stock and all intercompany notes owing from such Subsidiary to any Credit Party, together with instruments of transfer executed in blank by a duly authorized officer of such Credit Party and (B) with respect to any person that becomes a Material First Tier Foreign Subsidiary, cause the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including, without limitation, certified resolutions if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and other organizational and authorizing documents practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Material First Tier Foreign Subsidiary, favorable together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement and not more expansive than the categories in the Collateral Agreement unless otherwise agreed in writing by the Borrower and such Subsidiary) owned by any such Subsidiary that becomes a Guarantor pursuant to clause (i) above by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document, including the perfection requirements contained therein and the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent; (iv) deliver to the Administrative Agent such documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent; (v) deliver to the Administrative Agent such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of such Person duly executed in blank by a duly authorized officer of the holder of such Capital Stock, together with instruments of transfer executed in blank by a duly authorized officer of such Credit Party; (vi) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vii) deliver to the Administrative Agent such other documents (including opinions of counsel to counsel) and take such Material Subsidiary (which shall cover, among other things, actions as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. The Borrowers shall not create any Subsidiary (other than Subsidiaries existing on the Closing Date and disclosed in Section 9.19 hereto) unless (a) Subject to Section 5.12(cone hundred percent (100%) belowof the Capital Stock of such Subsidiary is owned by the Borrowers, as a condition (b) prior to the inclusion formation of any Real Property Asset as an Unencumbered Property, if applicablesuch Subsidiary, the REIT Guarantor Borrowers shall notify the Administrative Agent and the Borrower Lenders thereof, and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability guaranty all of the documentation referred Obligations hereunder pursuant to above a guaranty in a customary manner), all of which shall be reasonably form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Security Document hereunder, (ii) cause such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other information required documents in order for form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. appropriate corporate (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are applicable entity) backup documentation and one or more Foreign Subsidiarieslegal opinions, or at any time that any Immaterial Subsidiary becomes a Material Subsidiaryin each case, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (form and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably substance satisfactory to the Administrative Agent, as to each such guaranty and such other information required in order for grant of security interest, where applicable, and (iv) provide the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsan updated Schedule 9. 19 hereto. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Section 5.12(c) belowEach Credit Party will, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) will cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoingof its Subsidiaries to, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than within thirty (30) days after such acquisitionthe creation or acquisition of any Subsidiary of a Credit Party, incorporation or other creation (or such longer period as may cause to be agreed executed and delivered to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request (a) duly executed joinder agreements in connection with the foregoing, including, without limitation, certified resolutions form and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be substance reasonably satisfactory to the Administrative AgentAgent joining such Subsidiary to the Security Agreement or the Canadian Security Agreement, as applicable, and any other applicable Security Documents; provided that (i) no Foreign Subsidiary (other than Canada) and (ii) no Subsidiary that is not a Material Operating Subsidiary shall be required to execute any such joinder agreements, (b) updated Schedules 8.1(a), 8.1(b) and 8.1(y) reflecting the creation or acquisition of such Subsidiary (unless such Subsidiary is not a Material Operating Subsidiary), (c) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such Subsidiary to this Agreement as a Borrower or a Guarantor, as applicable (subject to the same exceptions described in the proviso to clause (a) above), (d) a duly executed pledge agreement in form and substance reasonably satisfactory to the Administrative Agent pledging all direct or beneficial Equity Interests in such new Subsidiary (regardless of whether owned by a Credit Party or a Subsidiary of a Credit Party or a minority shareholder); provided that no Equity Interests of (i) any Subsidiary which is organized outside of the United States (other information than Canada) or (ii) any Subsidiary which is not a Material Operating Subsidiary shall be required in order for to be pledged, (e) favorable legal opinions addressed to the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation in form and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) substance reasonably satisfactory thereto with respect to any Indebtedness that is Recourse Debt such joinder agreements and pledge agreement, (f) original stock or other certificates and stock or other transfer powers evidencing the Indebtedness Equity Interests of another Loan such Credit Party in such Subsidiary pledged pursuant to such pledge agreement, (as a guarantorg) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Dateall documents required by Section 10.11, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release (h) any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist other documents and is not otherwise liable (whether certificates as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will may be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed requested by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. In furtherance, and not in limitation, of Section 6.10(a), promptly upon (aand in any event within thirty (30) Subject days after (or such later date as the Administrative Agent shall agree to Section 5.12(cin its sole discretion)) below, as a condition to the inclusion creation or acquisition of any Real Property Asset as an Unencumbered Propertydirect or indirect wholly-owned Subsidiary (unless it is not a Domestic Subsidiary or is a Restricted Subsidiary) by any Loan Party, if applicable, the REIT Guarantor each such new wholly-owned Subsidiary and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution Loan Parties will execute and delivery deliver to the Administrative Agent of a duly executed Guarantor Joinder Agreement in accordance with Section 12.12, pursuant to which (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement i) such new wholly-owned Subsidiary shall become a party hereto as a Guarantor and shall become a party to the contrarySecurity Agreement as a Grantor (as defined therein), Subsidiaries organized under and (ii) the laws Equity Interests of Canada, a province thereof or such new wholly-owned Subsidiary shall be pledged by the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject applicable Loan Party to the limitations extent provided in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance Collateral Documents. Upon the creation or acquisition of doubt such any direct or indirect Subsidiary shall constitute a Property by any Loan Party hereunder) and (y) each Subsidiary that is not a wholly-owned Subsidiary, the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other Collateral Documents and such other documents, certificates and opinions (other than an Excluded including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary) that ownsregarding such new Subsidiary, directly or indirectlyin form, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution content and delivery scope reasonably satisfactory to the Administrative Agent of a Joinder AgreementAgent, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions therewith and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and will take such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation action as the Administrative Agent may reasonably request to create in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval favor of the Administrative Agent and all of a Prior Security Interest in the LendersCollateral, to the extent provided in the Collateral Documents, for the Secured Obligations.

Additional Subsidiaries. Within thirty (a30) Subject to Section 5.12(c) below, days (or such longer period as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent may agree in writing) after the acquisition or formation of a Joinder Agreement any wholly-owned Subsidiary (it being understood for including upon the avoidance acquisition of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under remainder of the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes that prior to such time was not a guarantor pursuant wholly-owned Subsidiary) or any Material Subsidiary (including upon a non-Material Subsidiary becoming a Material Subsidiary), the Borrower shall cause such Person to clause (xi) above to become a Guarantor hereunder through the execution by executing and delivery delivering to the Administrative Agent a joinder agreement substantially in the form of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; Exhibit E and (ii) cause each such Subsidiary deliver to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing (A) documents of such Subsidiary, the types referred to in Sections 4.01(a)(iii) and (iv) and (B) favorable opinions of counsel to such Subsidiary Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannerclause (i)), all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order ; provided that (x) for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation avoidance of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Datedoubt, no less than wholly-owned Subsidiary of existing on the REIT Guarantor Closing Date shall be required to become a Guarantor unless hereunder until such time as such Subsidiary creates, incurs, acquires, assumes, suffers to exist becomes a wholly-owned Subsidiary and (y) no less than wholly-owned Material Subsidiary formed or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or acquired after the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent Closing Date shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation required to become a Guarantor pursuant to Section 5.12(a) hereunder unless the minority or Section 5.12(b), non-controlling interest in such Subsidiary becomes obligated on any Recourse Debt is owned by CONE or its Affiliates (which for the Indebtedness avoidance of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Ratingdoubt, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of include in this Agreement to execute case CONSOL, Noble and deliver the documents required in said Section 5.12(a) or Section 5.12(btheir respective Affiliates). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject With respect to Section 5.12(c) below, as a condition to the inclusion any Subsidiary of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall created or acquired after the Closing Date by the Borrower, promptly (i) execute and deliver, or cause (as applicable) (x) the Subsidiary that owns such Unencumbered Propertyto be executed and delivered, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood pledge agreement or supplement to a Stock Pledge Agreement, in form, scope and substance satisfactory to the Administrative Agent, granting to the Administrative Agent, for the avoidance benefit of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of CanadaLenders, a province thereof or perfected first priority security interest in the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause such Subsidiary, (xii) above to become a Guarantor hereunder through the execution and delivery deliver to the Administrative Agent of the certificates representing such Capital Stock, together with undated stock powers, executed in blank, (iii) execute and deliver, or cause to be executed and delivered, to the Administrative Agent a Joinder pledge agreement or supplement to the Subsidiaries Note Pledge Agreement, in each case under this clause form, scope and substance satisfactory to the Administrative Agent, granting to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the notes held by such Subsidiary, (i)iv) deliver to the Administrative Agent the certificates representing such notes, on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and endorsed in blank, (iiv) cause each such Subsidiary to execute and deliver a guarantee or a supplement to the Subsidiaries Guarantee (which guarantee shall be senior to all other Indebtedness of such guarantor), in form and substance satisfactory to the Administrative Agent, in respect to all obligations of the Borrower hereunder and under the other Loan Documents, (vi) cause such Subsidiary to execute and deliver a security agreement or supplement to the Subsidiaries Security Agreement, in form and substance satisfactory to the Administrative Agent, securing such Subsidiary's obligations under such guarantee and covering the types of assets covered by the Subsidiaries Security Agreement, (vii) to the extent required by Section 5.10(a), cause such Subsidiary to execute and deliver one or more Mortgages, in form and substance satisfactory to the Administrative Agent, securing such Subsidiary's obligations under such guarantee, and any other documents required under such subsection, (viii) execute and deliver such other documentation as amendments to this Agreement requested by the Administrative Agent may reasonably request in connection with to reflect the foregoingexistence of such Subsidiary, including, without limitation, certified resolutions amendments to Sections 3, 5, 6 and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel 7 to include such Subsidiary in the covenants, representations and warranties and agreements contained therein and (which shall coverix) if requested by the Administrative Agent, among other things, deliver to the legality, validity, binding effect and enforceability of Administrative Agent legal opinions relating to the documentation referred to above matters described in a customary mannerthe preceding clauses (i), all of (ii), (iii), (iv), (v) and (vi) which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the The Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary agrees to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, no later than 15 days after the date hereof, all of the instruments set forth in subsection (a) above with respect to Xxxx Xxxxxx Technologies, Inc., and such other information required in order for agreements as the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsdeems reasonably necessary. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion waiver by the Administrative Agent of any Real Property Asset as an Unencumbered Propertyof the notice requirements below in its sole and absolute discretion, if applicableany Domestic Subsidiary is acquired or formed after the Closing Date, (x) the REIT Guarantor Borrower will, promptly and not later than ten (10) Business Days thereafter, notify the Administrative Agent thereof and (y) within fifteen (15) days thereafter, the Borrower shall cause such Person (i) cause to join the Subsidiary Guaranty Agreement as a new Subsidiary Loan Party by executing and delivering to the Administrative Agent a Subsidiary Guaranty Supplement (provided, however, if such Domestic Subsidiary is non-wholly owned and contractually prohibited from executing the Subsidiary Guaranty Supplement or granting a Lien on its assets in favor of the Administrative Agent as required hereunder, then any Investment in such non-wholly owned Domestic Subsidiary shall continue to be subject to Section 7.4 hereof and no such Guarantee or Liens shall be required), (ii) to grant Liens in favor of the Administrative Agent in all of its personal property by joining the Security Agreement, executing and delivering a Patent Security Agreement and Trademark Security Agreement (as applicable) with respect to material intellectual property or as requested by the Administrative Agent, and to file, or at the request of the Administrative Agent to authorize the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect Liens in favor of the Administrative Agent and granted under any of the Loan Documents (xsubject to the proviso in clause (i) the Subsidiary that owns such Unencumbered Propertyabove), (iii) if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbiaowns Capital Stock in another Person, to become a Guarantor hereunder through party to a Pledge Agreement to pledge such Capital Stock (subject to the execution proviso in clause (i) above), provided, that if such Person is a Foreign Subsidiary, such pledge shall not exceed 65% of the outstanding equity interests in such Person, and delivery (iv) to deliver all such other documentation (including without limitation, lien searches, legal opinions, and certified organizational documents) and to take all such other actions as such Domestic Subsidiary would have been required to deliver and, subject to the proviso in clause (i) above, take pursuant to Section 3.1 if such Domestic Subsidiary had been a Loan Party on the Closing Date. In addition, subject to the proviso in clause (i) above, within fifteen (15) days after the date such Person becomes a Domestic Subsidiary of the Borrower, the Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the Capital Stock of such Person owned by the Borrower or such Subsidiary to the Administrative Agent of a Joinder Agreement (it being understood as security for the avoidance of doubt that, notwithstanding anything in this Agreement Obligations by executing and delivering a supplement to the contrary, Subsidiaries organized under Pledge Agreement or a new pledge agreement reasonably consistent with the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Pledge Agreement, each in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; form and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably substance satisfactory to the Administrative Agent, and such other information required in order for to deliver the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiaryoriginal certificates, if any, evidencing such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, together with appropriate stock powers executed in blank; provided, however, that if such Domestic Subsidiary is non-wholly owned and the Loan Party which owns Capital Stock in such other information required Person is contractually prohibited from pledging such Capital Stock in order for favor of the Administrative Agent as required hereunder, then any Investment in such Domestic Subsidiary shall continue to be subject to Section 7.4 and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor such pledge shall be required. The Borrower agrees that, following the delivery of any Security Documents required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, be executed and provided that no Default or Event of Default existsdelivered by this Section 5.17, the Administrative Agent shall promptly release any Subsidiary have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to this Section 5.17, free and clear of all Liens other than Liens permitted under Section 7.2. All actions to be taken pursuant to this Section 5.17 shall be at the expense of the REIT Guarantor from its obligations hereunder upon receipt by Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness)Agent. In the event that at any time after a proposed acquisition or investment by the Borrower or a Subsidiary shall have been released from its Obligations hereunder is in compliance with Section 7.4 and this Section 5.17, and the consent of the Required Lenders would otherwise be required to effectuate such acquisition or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b)investment, such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of then the Administrative Agent may, in its sole and all of absolute discretion, if it determines that the Lendersitem as to which such consent would otherwise be required, is not material, waive such consent requirements.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) Promptly after the date the Company organizes, creates or acquires any additional Subsidiary, and, in any event, within two Business Days following receipt by the Company from the Lender of a security agreement and a guaranty of the Obligations each in form and substance satisfactory to the Lender, the Company shall cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary to execute and deliver such guaranty and security agreement to the Lender; (ii) within five days after the date such Subsidiary becomes a Subsidiary, the Company shall (A) deliver to the Lender a supplement to the Security Agreement executed by the Company referencing such new Subsidiary, and (B) cause such Subsidiary to have executed and filed any UCC-1 financing statements furnished by the Lender in each jurisdiction in which such filing is a Person organized under necessary to perfect the laws of any state security interest of the United States or Lender in the District Collateral of Columbiasuch Subsidiary and in which the Lender request that such filing be made; (iii) additionally, to become a Guarantor hereunder through the execution Company and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) have executed and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery delivered to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver Lender such other documentation items as reasonably requested by the Administrative Agent may reasonably request Lender in connection with the foregoing, includingincluding resolutions, without limitationincumbency and officers’ certificates, certified resolutions opinions of counsel, search reports and other organizational certificates and authorizing documents documents; and (iv) the Lender may elect in its sole discretion to waive any such collateral delivery requirement set forth in this subsection (m) for any Subsidiary that will remain a dormant or shell Subsidiary. The Lender agrees to waive any such requirement in the case of such Subsidiary, favorable opinions of counsel to such any non-U.S. Subsidiary (which shall coveror in the case of a stock pledge, among other things, to require the legality, validity, binding effect and enforceability pledge of not more than 65% of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation capital stock or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock ownership interests of any such Material Subsidiary constituting a direct (i.e., “first tier”) non-U.S. Subsidiary), if any adverse tax consequences under applicable U.S. tax law would result therefrom. The provisions of this subsection (m) shall not be deemed to become a Guarantor hereunder through the execution and delivery be implied consent to the Administrative Agent any such organization, creation or acquisition of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing any additional Subsidiary otherwise prohibited by the Administrative Agent), terms and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) conditions of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersAgreement.

Additional Subsidiaries. Holdings will cause any Person that becomes a Subsidiary of Holdings (whether by creation, acquisition or otherwise), to (a) Subject to Section 5.12(cpromptly (and, in any event, no later than five (5) below, as Business Days after such Person becomes a condition Subsidiary) execute and deliver to the inclusion Lenders a Joinder to Guarantee, in the form of any Real Property Asset as an Unencumbered PropertyExhibit VI annexed hereto, if applicable, and otherwise in form and substance satisfactory to the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if Lenders pursuant to which such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to shall become a Guarantor hereunder through of the execution Loans and delivery this Agreement in accordance with Section 9 with the same effect and to the Administrative Agent of same extent as if such Person had been named herein as a Joinder Guarantor, (b) promptly (and, in any event, no later than five (5) Business Days after such Person becomes a Subsidiary) become a “Grantor” under the Pledge and Security Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement by executing and delivering to the contraryLenders and the Collateral Agent a joinder thereto, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject in all respects satisfactory to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunderLenders, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (yc) each Subsidiary that is not promptly (and, in any event, no later than five (5) Business Days after such Person becomes a Loan Party (other than an Excluded Subsidiary) that ownstake all such actions and execute and deliver, directly or indirectlycause to be executed and delivered, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution all such documents, instruments, agreements, opinions and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation certificates as the Administrative Agent may reasonably request in connection with the foregoing, Lenders shall require (including, without limitation, certified resolutions documents, instruments, agreements and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel certificates comparable to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above those described in a customary mannerSections 3.1(a)(i), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agentii), (iii), (iv), (x), (xi) and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtednessxii). In the event that at any time Loan Party acquires Capital Stock of any Person after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b)the Closing Date, such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party will promptly (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Ratingand, the Borrower shall within ten in any event, no later than five (105) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(aacquisition) or Section 5.12(b) notify the Collateral Agent and the Lenders of this Agreement to that fact and execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contraryCollateral Agent a counterpart of the Pledge and Security Agreement, the foregoing provisions shall not apply in all respects satisfactory to the REIT GuarantorLenders, which and take all such further actions and execute all such further documents and instruments (including, without limitation, actions, documents and instruments comparable to those described in Section 3.1(a)(x)) as may only be released upon necessary or, in the written approval of the Administrative Agent and all opinion of the Lenders, desirable to create in favor of the Collateral Agent, for the benefit of the Lenders, a valid and perfected first priority Lien on 100% of such Capital Stock.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion waiver by the Administrative Agent of any Real Property Asset as an Unencumbered Propertyof the notice requirements below in its sole and absolute discretion, if applicableany Domestic Subsidiary is acquired or formed after the Closing Date, (x) the REIT Guarantor Borrower will, promptly and not later than ten (10) Business Days thereafter, notify the Administrative Agent thereof and (y) within fifteen (15) days thereafter, the Borrower shall cause such Person (i) cause to join the Subsidiary Guaranty Agreement as a new Subsidiary Loan Party by executing and delivering to the Administrative Agent a Subsidiary Guaranty Supplement (provided, however, if such Domestic Subsidiary is non-wholly owned, then any Investment in such non-wholly owned Domestic Subsidiary shall continue to be subject to Section 7.5 hereof and no such Guarantee or Liens shall be required), (ii) to grant Liens in favor of the Administrative Agent in all of its personal property by joining the Security Agreement, executing and delivering a Patent Security Agreement and Trademark Security Agreement (as applicable) with respect to material intellectual property or as requested by the Administrative Agent, and filing, or at the request of the Administrative Agent authorizing the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect Liens in favor of the Administrative Agent and granted under any of the Loan Documents (xsubject to the proviso in clause (i) the Subsidiary that owns such Unencumbered Propertyabove), (iii) if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbiaowns Capital Stock in another Person, to become a Guarantor hereunder through party to a Pledge Agreement to pledge such Capital Stock (subject to the execution proviso in clause (i) above), provided, however, that if such Person is a Foreign Subsidiary, such pledge shall not exceed 65% of the outstanding equity interests in such Person, and delivery (iv) to deliver all such other documentation (including without limitation, lien searches, legal opinions, and certified organizational documents) and to take all such other actions as such Domestic Subsidiary would have been required to deliver and, subject to the proviso in clause (i) above, take pursuant to Section 3.1 if such Domestic Subsidiary had been a Loan Party on the Closing Date. In addition, subject to the proviso in clause (i) above, within fifteen (15) days after the date such Person becomes a Domestic Subsidiary of the Borrower, the Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the Capital Stock of such Person owned by the Borrower or such Subsidiary to the Administrative Agent of a Joinder Agreement (it being understood as security for the avoidance of doubt that, notwithstanding anything in this Agreement Obligations by executing and delivering a supplement to the contrary, Subsidiaries organized under Pledge Agreement or a new pledge agreement reasonably consistent with the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Pledge Agreement, each in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; form and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably substance satisfactory to the Administrative Agent, and to deliver the original certificates, if any, evidencing such other information required Capital Stock to the Administrative Agent, together with appropriate stock powers executed in order for blank; provided, however, that if such Domestic Subsidiary is non-wholly owned and the Loan Party which owns Capital Stock in such Person is contractually prohibited from pledging such Capital Stock in favor of the Administrative Agent as required hereunder, then any Investment in such Domestic Subsidiary shall continue to be subject to Section 7.5 and no such pledge shall be required. The Borrower agrees that, following the delivery of any Security Documents required to be executed and delivered by this Section 5.17, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to this Section 5.17, free and clear of all Liens other than Liens permitted under Section 7.2. All actions to be taken pursuant to this Section 5.17 shall be at the expense of the Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. In the event that a proposed acquisition or investment by the Borrower or a Subsidiary is in compliance with Section 7.4 and this Section 5.17, and the consent of the Required Lenders would otherwise be required to comply with PATRIOT Acteffectuate such acquisition or investment, OFACthen the Administrative Agent may, in its sole and absolute discretion, if it determines that the item as to which such consent would otherwise be required, is not material, waive such consent requirements. Notwithstanding the foregoing, the Beneficial Ownership RegulationAdministrative Agent may, in its sole and other “know- your-customer” diligence requirementsabsolute discretion, waive any of the foregoing requirements with respect to any Foreign Subsidiary to the extent that the assets of such Foreign Subsidiary is less than 5% of the consolidated assets of the Borrower and all of its Subsidiaries as of the last day of the immediately preceding Fiscal Year and the revenue of such Foreign Subsidiary is less than 5% of the consolidated revenue of the Borrower and all of its Subsidiaries for the immediately preceding Fiscal Year. (b) Subject to Section 5.12(c) belowIf, upon at any time, the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary consolidated revenue and assets of the REIT Guarantor if such Loan Parties (excluding all intercompany Investments, intercompany receivables and other intercompany assets in Subsidiaries that are not Loan Parties) are less than the Aggregate Subsidiary is a U.S. PersonThreshold, other than a U.S. Person substantially all of whose assets are then the Borrower shall cause one or more other non-wholly owned or Foreign SubsidiariesSubsidiaries to become additional Subsidiary Loan Parties, as provided for in this Section 5.17, so that after including the revenue and assets of such additional Subsidiary Loan Parties, the consolidated revenue and assets of the Loan Parties (excluding all intercompany Investments, intercompany receivables and other intercompany assets in Subsidiaries that are not Loan Parties) would equal or at any time exceed the Aggregate Subsidiary Threshold; provided, further, that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each any Subsidiary that is not owns capital stock of a Subsidiary Loan Party that ownsand (ii) any wholly owned Domestic Subsidiary, directly or indirectly, any Capital Stock of any such Material Subsidiary) shall be required to become a Guarantor hereunder through Subsidiary Loan Party. Supplements to the execution Subsidiary Guaranty Agreement, Security Agreement and delivery Pledge Agreement shall be executed and delivered to the Administrative Agent of a Joinder Agreement not later than within thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed the date that any Subsidiary is required to in writing by become a Subsidiary Loan Party pursuant to the Administrative Agent)foregoing sentence, and (ii) cause such Material Subsidiary all other requirements of Section 5.17(a) shall be executed and delivered to deliver such other documentation as the Administrative Agent may reasonably request in connection with within sixty (60) days after the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material date that any Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be is required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenderssentence.

Additional Subsidiaries. (a) Subject to Section 5.12(cWithin thirty (30) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall days after (i) cause the redesignation of an Immaterial Subsidiary as a Material Subsidiary in accordance with Section 8.10(b) below or (as applicable) (xii) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws creation or acquisition of any state of the United States or the District of ColumbiaMaterial Subsidiary, including in connection with any Permitted Acquisition (any such Subsidiary, a "New Material Subsidiary"), cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of (unless otherwise agreed to by the Administrative Agent): (A) a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything duly executed joinder agreement in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) form and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery substance reasonably satisfactory to the Administrative Agent of a Joinder joining such New Material Subsidiary to the Subsidiary Guaranty Agreement, in each case under this clause the Collateral Agreement and any other applicable Security Documents, (i), on or before B) such updated Schedules to the date on which an Unencumbered Property owned Loan Documents as requested by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, regard to such Person (including, without limitation, certified resolutions and other organizational and authorizing documents updated Schedule 6.1(b) reflecting the creation or acquisition of such New Material Subsidiary), (C) such original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or the applicable Material Subsidiary, as applicable, in such New Material Subsidiary (unless such New Material Subsidiary is a Restricted Subsidiary), (D) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to such Subsidiary (which shall cover, among other thingsthe Administrative Agent and the Lenders with respect to the New Material Subsidiary, the legality, validity, binding effect Loan Documents and enforceability of such other matters as the documentation referred to above in a customary mannerLenders shall request), and (E) such other documents and certificates as may be reasonably requested by the Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Borrower may, at any time and upon written notice to the Administrative Agent, redesignate any Immaterial Subsidiary as a Material Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that any Subsidiary no longer qualifies as an Immaterial Subsidiary such Subsidiary shall be redesignated as a Material Subsidiary and shall comply with clause (a) of this Section. (c) Notify the Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the Borrower or any Material Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after notification), cause to be executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent): (i) Foreign Pledge Documents pledging sixty-five percent (65%) of the total outstanding Capital Stock of such other information required new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in order for blank by the registered owner thereof), (ii) such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person (including, without limitation, updated Schedule 6.1(b) reflecting the creation or acquisition of such Person), (iii) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Lenders with respect to comply with PATRIOT Act, OFACsuch Person, the Beneficial Ownership RegulationLoan Documents and such other matters as the Lenders shall request), and (iv) such other “know- your-customer” diligence requirementsdocuments and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (bd) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than Within thirty (30) days after such acquisitionthe creation or acquisition of any new Subsidiary, incorporation or other creation (or such longer period as may including in connection with any Permitted Acquisition, cause to be agreed executed and delivered to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel (unless otherwise agreed to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver duly executed joinder agreement in the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained form attached to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersIntercompany Subordination Agreement joining such new Subsidiary thereto.

Additional Subsidiaries. (a) Subject to In furtherance, and not in limitation, of Section 5.12(c) below6.10(a), as a condition but subject to the inclusion limitations of such Section, promptly upon (and in any Real Property Asset event (x), for any such creation or acquisition constituting an Investment in excess of the Threshold Amount, concurrent with (or such later date as the Administrative Agent shall agree to in its sole discretion) and (y), for any such creation or acquisition constituting an Unencumbered PropertyInvestment not in excess of the Threshold Amount, if applicable, within 30 days after (or such later date as the REIT Guarantor and the Borrower Administrative Agent shall agree to in its sole discretion)) (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws creation or acquisition of any state of direct or indirect Subsidiary by any Loan Party, each such new Subsidiary and the United States or the District of Columbia, to become a Guarantor hereunder through the execution Loan Parties will execute and delivery deliver to the Administrative Agent of a duly executed Guarantor Joinder Agreement in accordance with Section 12.12, pursuant to which (1) such new Subsidiary (unless it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that ownsshall become a party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), directly and (2) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents; and (ii) the creation or indirectly, any Capital Stock acquisition of any direct or indirect Subsidiary which becomes a guarantor pursuant to clause by any Loan Party that is an Excluded Subsidiary, (x1) above to become a Guarantor hereunder through the execution each such new Excluded Subsidiary will execute and delivery deliver to the Administrative Agent a duly executed Negative Pledge Agreement and (2) the Equity Interests (as defined in the Security Agreement) of a Joinder such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. As promptly as reasonably possible, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Equity Interests (as defined in the Security Agreement), together with undated, executed transfer powers, and such other Collateral Documents and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, in each case under this clause (i)form, on or before content and scope reasonably satisfactory to the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation Administrative Agent, as the Administrative Agent may reasonably request in connection with the foregoingtherewith and, includingif applicable, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and will take such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation action as the Administrative Agent may reasonably request to create in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents favor of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and a Prior Security Interest in the Lenders Collateral, to comply with PATRIOT Actthe extent provided in the Collateral Documents, OFAC, for the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become Secured Obligations. If any Loan Party delivers a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) Mortgage with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Datereal property, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release it will also deliver any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt Real Estate Deliverables required by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lendersapplicable Law.

Additional Subsidiaries. (a) Subject to Section 5.12(c) belowIf any additional Domestic Subsidiary is formed or acquired after the date hereof, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall will: (i) cause (as applicable) (x) notify the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Collateral Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent)thereof, and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless promptly after such Subsidiary creates, incurs, acquires, assumes, suffers to exist is formed or otherwise is or becomes liable acquired: (whether as a borrower, co-borrower, guarantor or otherwiseA) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor party to the Security Agreement pursuant to the completion and execution of a Subsidiary Joinder Agreement (as such term is defined in the Security Agreement) and promptly take such actions to create and perfect Liens intended to be created on such Subsidiary's personal property assets under Section 5.12(athe terms of the Security Agreement to secure the Obligations as the Collateral Agent shall reasonably request; (B) or Section 5.12(bcause such Subsidiary to grant the Collateral Agent Liens on such Subsidiary's real property assets under the terms of a Mortgage to secure the Obligations; (C) of this Agreement cause such Subsidiary to execute and deliver any and all further documentation and take such further action as the documents required Collateral Agent deems necessary or advisable to (1) grant, perfect and protect such Liens, (2) to evidence the authority of such Subsidiary to grant such Liens and (3) for the Collateral Agent to obtain the full benefits of this Agreement and the Collateral Documents, but subject to the exclusions set forth in said Section 5.12(athe Security Agreement; and (D) or Section 5.12(b)cause the equity interests issued by such Subsidiary to be pledged pursuant to the Security Agreement by the owner thereof. Notwithstanding the forgoing or anything herein contained in the Security Agreement to the contrary, the foregoing Borrower will not be required to cause the Synthetic Real Estate Subsidiary to comply with the provisions shall of clauses (A) through (C) of this Section unless the Collateral Agent requests when: (i) an Event of Default under clause (a) or (b) of Article VIII (payment defaults) of the Revolver Agreement exists or (ii) an Event of Default arising as a result of the failure to comply with the covenants in Article VII (the financial covenants) of the Revolver Agreement exists which has not apply been cured or waived within 30 days after the occurrence thereof. If the Collateral Agent makes a request under and pursuant to the REIT Guarantor, which may only be released upon the written approval permissions of the Administrative Agent forgoing sentence, then the Borrower will, and will cause the Synthetic Real Estate Subsidiary to, comply with the obligations under first sentence of this section and any obligations under the Security Agreement promptly after such request is delivered with respect to all of its property which is not encumbered by a Lien permitted by the LendersRevolver Agreement.

Additional Subsidiaries. The Borrowers shall not create any Subsidiary (other than Subsidiaries existing on the Effective Date and disclosed in §7.19 hereto) unless (a) Subject to Section 5.12(cone hundred percent (100%) belowof the Capital Stock of such Subsidiary is owned by the Borrowers, as a condition (b) prior to the inclusion formation of any Real Property Asset as an Unencumbered Property, if applicablesuch Subsidiary, the REIT Guarantor Borrowers shall notify the Administrative Agent and the Borrower Lenders thereof, and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability guaranty all of the documentation referred Obligations hereunder pursuant to above a guaranty in a customary manner), all of which shall be reasonably form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Security Document hereunder, (ii) cause such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other information required documents in order for form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. appropriate corporate (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are applicable entity) backup documentation and one or more Foreign Subsidiarieslegal opinions, or at any time that any Immaterial Subsidiary becomes a Material Subsidiaryin each case, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (form and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably substance satisfactory to the Administrative Agent, as to each such guaranty and such other information required in order for grant of security interest, where applicable, and (iv) provide the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsan updated Schedule 7.19 hereto. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. At the time any Person becomes a direct or indirect Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 60 days after the date thereof) the Credit Parties shall cause such Person to (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of execute a Joinder Agreement in substantially the same form as Exhibit 7.13, (it being understood for b) cause all of the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor such Person to be delivered ------------ to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to clause an appropriate pledge agreement (x) above to become or a Guarantor hereunder through the execution and delivery joinder to the Administrative existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, (c) pledge all of its Property to the Agent pursuant to a security agreement in substantially the form of the Security Agreement (or a Joinder joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, in each case under this clause and (i)d) if such Person has any Subsidiaries, on or before (A) deliver all of the date on which an Unencumbered Property Capital Stock of such Subsidiaries owned by any such Subsidiary is initially included as an Unencumbered Property; it (together with undated stock powers signed in blank) to the Agent and (iiB) execute an appropriate pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Agent, (e) if such Person owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent or use its commercially reasonable best efforts to cause each such Subsidiary to be delivered to the Agent a landlord waiver or estoppel letter with respect thereto in a form reasonably acceptable to the Agent and (f) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Subsidiary, Person and favorable opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannerabove), all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion None of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, its Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that ownsshall, directly or indirectly, form or acquire any Capital Stock Subsidiaries, except that the Borrower may form or acquire, Subsidiaries, provided, that: (i) The Borrower shall give the Agent written notice thereof (A) in the case of any a formation of new Subsidiary which becomes (other than in connection with an Acquisition) at least 30 Business Days prior to the Consummation Date of such formation, together with a guarantor pursuant list of all locations of the assets of such Subsidiary after giving effect to clause such formation or (xB) above to become a Guarantor hereunder through in the case of an Acquisition, within three Business Days after the execution and delivery to the Administrative Agent of a Joinder Agreementletter of intent or other agreement of the Borrower or the applicable Subsidiary, in each case under this clause together with (iI) a copy of the related letter of intent or such other agreement, and (II) a list of all locations of the assets which will become property of the Borrower or such applicable Subsidiary after giving effect to such Acquisition (other than locations of Persons which will become customers of the Borrower or its Restricted Subsidiaries after giving effect to such Acquisition), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and ; (ii) The Parent Guarantor or Borrower shall deliver to the Agent, or cause each such its Subsidiary to deliver such other documentation as to the Administrative Agent may reasonably request in connection with the foregoingAgent, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability each of the documentation referred to above agreements, documents and instruments set forth on Exhibit R within the time periods set forth thereon, provided that a ------------- Subsidiary acquired in a customary manner), all of which an Acquisition shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Restricted Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable if (whether as a borrower, co-borrower, guarantor or otherwiseA) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within notifies the Agent at least ten (10) Business Days (prior to the Consummation Date of such Acquisition that such Subsidiary will be amalgamated into the Borrower or another Restricted Subsidiary, or that such later date as agreed by Subsidiary will be liquidated, dissolved or wound- up and the Administrative Agent) assets of such Subsidiary transferred to the Borrower or a Restricted Subsidiary, in each case, within five Business Days after such occurrence cause Consummation Date and (B) such Subsidiary to become a Guarantor under Section 5.12(aamalgamation, liquidation, winding-up or dissolution is consummated within five (5) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.Business Days after such Consummation Date;

Additional Subsidiaries. The Borrowers shall not create any Subsidiary (other than Subsidiaries existing on the Effective Date and disclosed in §8.19 hereto) unless (a) Subject to Section 5.12(cone hundred percent (100%) belowof the Capital Stock of such Subsidiary is owned by the Borrowers, as a condition (b) prior to the inclusion formation of any Real Property Asset as an Unencumbered Property, if applicablesuch Subsidiary, the REIT Guarantor Borrowers shall notify the Administrative Agent and the Borrower Lenders thereof, and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability guaranty all of the documentation referred Obligations hereunder pursuant to above a guaranty in a customary manner), all of which shall be reasonably form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Security Document hereunder, (ii) cause such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other information required documents in order for form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. appropriate corporate (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are applicable entity) backup documentation and one or more Foreign Subsidiarieslegal opinions, or at any time that any Immaterial Subsidiary becomes a Material Subsidiaryin each case, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (form and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably substance satisfactory to the Administrative Agent, as to each such guaranty and such other information required in order for grant of security interest, where applicable, and (iv) provide the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsan updated Schedule 8.19 hereto. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall Upon (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws creation or acquisition of any state Material Domestic Subsidiary or (ii) any Domestic Subsidiary becoming a Material Domestic Subsidiary or being designated or identified as a Material Domestic Subsidiary in accordance with the terms of the United States or the District of Columbiathis Agreement, cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of (A) a Joinder supplement to the Domestic Subsidiary Guaranty Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement pursuant to which such Material Domestic Subsidiary shall become party to the contraryDomestic Subsidiary Guaranty Agreement), Subsidiaries organized under (B) such closing documents and closing certificates of the laws of Canada, a province thereof or the United Kingdom may type required to be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor delivered pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (iSection 6.2(b), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable legal opinions of counsel addressed to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders in form and substance reasonably satisfactory thereto with respect to comply with PATRIOT Actsuch duly executed supplement to the Domestic Subsidiary Guaranty Agreement (and any other applicable Loan Documents to which such Material Domestic Subsidiary shall become party thereto in connection therewith), OFAC, in each case as may reasonably be requested by the Beneficial Ownership RegulationAdministrative Agent, and (C) such other “know- your-customer” diligence requirementsdocuments and certificates as may be requested by the Administrative Agent. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall Upon (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly the creation or indirectly, any Capital Stock acquisition of any such Material SubsidiaryCanadian Subsidiary or (ii) any Canadian Subsidiary becoming a Material Canadian Subsidiary or being designated or identified as a Material Canadian Subsidiary in accordance with the terms of this Agreement, cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of (A) a Joinder supplement to the Canadian Subsidiary Guaranty Agreement not later than thirty (30) days after pursuant to which such acquisition, incorporation or other creation (or such longer period as may be agreed Material Canadian Subsidiary shall become party to in writing by the Administrative AgentCanadian Subsidiary Guaranty Agreement), (B) such closing documents and (ii) cause such Material Subsidiary closing certificates of the type required to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoingbe delivered pursuant to Section 6.2(b), including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable legal opinions of counsel addressed to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders in form and substance reasonably satisfactory thereto with respect to comply with PATRIOT Actsuch duly executed supplement to the Canadian Subsidiary Guaranty Agreement (and any other applicable Loan Documents to which such Material Canadian Subsidiary shall become party thereto in connection therewith), OFACin each case as may reasonably be requested by the Administrative Agent, and (C) such other documents and certificates as may be requested by the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsAdministrative Agent. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no No Subsidiary of the REIT Guarantor formed solely to act as a special purpose entity in connection with a Qualified Receivables Transaction shall be required to become act as a Guarantor unless guarantor under or in connection herewith so long as such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as remains a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist special purpose entity and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained solely party to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lendersapplicable Qualified Receivables Transaction.

Additional Subsidiaries. (a) Subject to Section 5.12(c) belowWithin 45 days after the end of each Fiscal Quarter, as a condition to notify the inclusion Administrative Agent in writing of any Real Property Asset as an Unencumbered Propertyeach Subsidiary formed or acquired in such Fiscal Quarter, if applicable, together with the REIT Guarantor and the Borrower shall (i) cause jurisdiction of formation, (as applicableii) number of shares of each class of Capital Stock outstanding, (xiii) the number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary that owns such Unencumbered Propertyand (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto, with respect to each such Subsidiary is a Person organized under the laws of any state of the United States Subsidiary; and (b) Within forty-five (45) days (in each case, or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom such later date as may be owners agreed by the Collateral Agent at its sole option) after the end of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereundereach Fiscal Quarter, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) cause each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that ownswas acquired, directly formed or indirectly, any Capital Stock of ceased to be an Excluded Subsidiary (including any Subsidiary which becomes a guarantor pursuant that ceased to clause be an Immaterial Subsidiary as of the end of the most recently completed Fiscal Quarter) during such Fiscal Quarter to (xA) above to become a Guarantor hereunder through the execution by executing and delivery delivering to the Administrative Agent of a Guarantor Joinder Agreement, in each case under this clause (i), on Agreement or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation document as the Administrative Agent may reasonably request for such purpose (including as required under the Pledge and Security Agreement) together with supplements to Schedules 6.13, 6.17, 6.20(a) and 6.26(a) and any Schedule to the Collateral Documents, in connection with each case, to the foregoingextent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, including, without limitation, certified resolutions and other organizational and authorizing (B) deliver to the Administrative Agent documents of such Subsidiarythe types referred to in Sections 5.1(b), (c), and (e) and take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannerclause (A)), all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor ; provided that if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Special Purpose Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers pursuant to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwisethis Section 7.12(b) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required related Permitted Securitization Transaction is in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenderseffect.

Additional Subsidiaries. (a) Subject to In furtherance, and not in limitation, of Section 5.12(c) below6.9(a), as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt each Loan Party agrees that, notwithstanding anything in this Agreement to promptly after the contrary, Subsidiaries organized under the laws of Canada, a province thereof creation or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without acquisition by such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions any Subsidiary formed by division under the Delaware Code or otherwise (and in any event within 30 days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion), to cause such created or acquired Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed joinder in accordance with Section 12.11, (ii) grant a security interest in all of such Subsidiary’s assets by delivering to the Administrative Agent a duly executed supplement to each applicable Loan Document or such other organizational document as the Administrative Agent shall deem appropriate for such purpose and authorizing comply with the terms of each applicable Loan Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Subsidiary, favorable opinions of counsel (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Subsidiary Subsidiary, and (which shall cover, among vi) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC. In connection therewith, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower Loan Parties shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery give notice to the Administrative Agent of a Joinder Agreement not later less than thirty (30) 10 days after such acquisition, incorporation or other creation (or such longer shorter period of time as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered in its reasonable discretion) prior to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor creating or otherwise) with respect to acquiring any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersSubsidiary.

Additional Subsidiaries. (a) Subject to Section 5.12(cWithin thirty (30) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall days after (i) cause the redesignation of an Immaterial Subsidiary as a Material Subsidiary in accordance with Section 8.10(b) below or (as applicable) (xii) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws creation or acquisition of any state of the United States or the District of ColumbiaMaterial Subsidiary, including in connection with any Permitted Acquisition (any such Subsidiary, a "New Material Subsidiary"), cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of (unless otherwise agreed to by the Administrative Agent): (A) a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything duly executed joinder agreement in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) form and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery substance reasonably satisfactory to the Administrative Agent of a Joinder joining such New Material Subsidiary to the Subsidiary Guaranty Agreement, in each case under this clause the Collateral Agreement and any other applicable Security Documents, (i), on or before B) such updated Schedules to the date on which an Unencumbered Property owned Loan Documents as requested by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, regard to such Person (including, without limitation, certified resolutions updated Schedules 6.1(a) and other organizational and authorizing documents 6.1(b) reflecting the creation or acquisition of such New Material Subsidiary), (C) such original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or the applicable Material Subsidiary, as applicable, in such New Material Subsidiary (unless such New Material Subsidiary is a Restricted Subsidiary), (D) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to such Subsidiary (which shall cover, among other thingsthe Administrative Agent and the Lenders with respect to the New Material Subsidiary, the legality, validity, binding effect Loan Documents and enforceability of such other matters as the documentation referred to above in a customary mannerLenders shall request), and (E) such other documents and certificates as may be reasonably requested by the Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Borrower may, at any time and upon written notice to the Administrative Agent, redesignate any Immaterial Subsidiary as a Material Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that any Subsidiary no longer qualifies as an Immaterial Subsidiary such Subsidiary shall be redesignated as a Material Subsidiary and shall comply with clause (a) of this Section. (c) Notify the Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the Borrower or any Material Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after notification), cause to be executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent): (i) Foreign Pledge Agreements pledging sixty-five percent (65%) of the total outstanding Capital Stock of such other information required new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in order for blank by the registered owner thereof), (ii) such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person (including, without limitation, updated Schedules 6.1(a) and 6.1(b) reflecting the creation or acquisition of such Person), (iii) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Lenders with respect to comply with PATRIOT Act, OFACsuch Person, the Beneficial Ownership RegulationLoan Documents and such other matters as the Lenders shall request), and (iv) such other “know- your-customer” diligence requirementsdocuments and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (bd) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than Within thirty (30) days after such acquisitionthe creation or acquisition of any new Subsidiary, incorporation or other creation (or such longer period as may including in connection with any Permitted Acquisition, cause to be agreed executed and delivered to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel (unless otherwise agreed to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver duly executed joinder agreement in the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained form attached to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersIntercompany Subordination Agreement joining such new Subsidiary thereto.

Additional Subsidiaries. As soon as practicable but in any event within thirty (a30) Subject days following the acquisition or creation of any Subsidiary (other than a Ford Subsidiary prior to Section 5.12(cthe addition of the Ford Subsidiaries pursuant to subsection (b) below, as a condition ) cause to be delivered to the inclusion Agent each of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall following: (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt duly executed by such Subsidiary shall constitute a Property Party hereunder) with all schedules and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and information thereto appropriately completed; (ii) cause each UCC financing statements naming such Subsidiary as “Debtor” and naming the Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Agent to deliver be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions Joinder Agreement and other organizational and authorizing documents of Security Instruments to the extent such SubsidiaryLien may be perfected by UCC filings; (iii) if requested by the Agent (in its sole discretion), favorable an opinion or opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability dated as of the documentation referred date of delivery of such Joinder Agreements (and other Loan Documents) provided for in this Section 5.14 and addressed to above the Agent, in a customary mannerform and substance reasonably acceptable to the Agent; (iv) the documents described in Section 4.1(a)(iii), all of which shall be (iv), (vi), and (xiv) with respect to such Subsidiary; (v) evidence reasonably satisfactory to the Administrative AgentAgent that all taxes, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Actfiling fees, OFAC, the Beneficial Ownership Regulation, recording fees and other “know- your-customer” diligence requirements.related transaction costs have been paid; and (bvi) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Personparty to any Motor Vehicle floorplan Indebtedness, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time evidence that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly Subsidiary’s floorplan lender or indirectly, any Capital Stock of any such Material Subsidiary) to lenders have become a Guarantor hereunder through the execution and delivery parties to the Administrative Agent of a Joinder Intercreditor Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory lender’s or lenders’ respective schedule or schedules to the Administrative Agent, Intercreditor Agreement show the applicable Franchises owned and operated by such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsSubsidiary. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject With respect to Section 5.12(c) belowany Domestic Subsidiary of the Company created or acquired after the Closing Date by the Company, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall promptly (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if i)cause such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through party to the execution Guarantee and delivery Collateral Agreement,(ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, executed in blank, securing such Subsidiary's obligations under such guarantee and covering the types of a Joinder assets covered by the Guarantee and Collateral Agreement, (iii)take all required actions to perfect the security interests created by the Guarantee and Collateral Agreement (it being understood for in the avoidance assets of doubt that, notwithstanding anything in this Agreement such Subsidiary,(iv) to the contraryextent required by subsection 9.10(a), Subsidiaries organized under the laws of Canadacause such Subsidiary to execute and deliver one or more Mortgages, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject in form and substance satisfactory to the limitations in Section 7.12(b) without Administrative Agent, securing such subsidiaries becoming Guarantors hereunderSubsidiary's obligations under such guarantee, provided for the avoidance of doubt and any other documents required under such Subsidiary shall constitute a Property Party hereunder) subsection and (yv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i) through (iv) which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) With respect to each Foreign Subsidiary listed in Item 2 of Schedule VI, at or within two months after the Closing Date, and with respect to (i) each direct Material Foreign Subsidiary that is not a Loan Party of the Company acquired or formed after the Closing Date, promptly after the acquisition or formation thereof, and (other than an Excluded Subsidiaryii) that owns, directly or indirectly, any Capital Stock of any each existing Foreign Subsidiary which becomes a guarantor pursuant Material Foreign Subsidiary, execute and deliver and cause each such Foreign Subsidiary to clause (x) above to become a Guarantor hereunder through the execution execute and delivery deliver to the Administrative Agent of a Joinder AgreementAgent, in each case under this clause form and substance reasonably satisfactory to the Administrative Agent, such documents and instruments (i)including, on or before without limitation, pledge agreements) and take such action (including, without limitation, the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; delivery of stock certificates and (iiinstruments) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel order to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory grant to the Administrative Agent, and such other information required in order for the Administrative Agent and ratable benefit of the Lenders to comply Lenders, as collateral security for the Obligations, a first priority perfected security interest in 65% of the Capital Stock of, or equivalent ownership interests in, such Foreign Subsidiary, along with PATRIOT Actany warrants, OFACoptions, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of rights to acquire the REIT Guarantor if such Subsidiary is a U.S. Personsame, other than a U.S. Person substantially in all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case cases to the Borrower shall (i) cause such Material Subsidiary (extent legally permissible and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution practicable and delivery deliver to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period legal opinions as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may it shall reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lendersthereto.

Additional Subsidiaries. (a) Subject to Section 5.12(c) belowThe Borrower will, as a condition to within ten Business Days after the inclusion occurrence of any Real Property Asset as an Unencumbered Propertythe Rating Trigger Event, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to notify the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each the Guarantee Requirement to be satisfied with respect to all domestic Material Subsidiaries and (b) if any additional domestic Material Subsidiary is formed or acquired or any other domestic Subsidiary is designated as a Material Subsidiary in accordance with the proviso of the definition of “Material Subsidiary” after the Rating Trigger Event, the Borrower will, within ten Business Days after such Subsidiary to deliver such other documentation as is formed, acquired or so designated, notify the Administrative Agent may reasonably request in connection thereof and cause the Guarantee Requirement to be satisfied promptly with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel respect to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for unless the Administrative Agent and determines that the Lenders cost of the satisfaction of the Guarantee Requirement with respect thereto exceeds the value afforded thereby; provided that the terms of this Section 5.10 shall not be required to comply be satisfied with PATRIOT Actrespect to any SPE Subsidiary or any Subsidiary that is subject to any legal or, OFACin the case of any special purpose or limited purpose entity, any contractual restriction preventing or prohibiting it from satisfying the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirementsGuarantee Requirement. (bm) Subject to Section 5.12(c6.01(a) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if Credit Agreement is hereby amended by replacing the text “Sections 6.12 and 6.13” with “Sections 6.12, 6.13, 6.14, 6.15 and/or 6.16, in each case, to the extent such Subsidiary Sections are in effect as of the date of such determination”. (n) Section 6.01(c)(vi) of the Credit Agreement is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or hereby amended by replacing “$250,000,000 at any time outstanding.” with “$150,000,000 at any time outstanding; provided, that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary to the extent that the aggregate outstanding Indebtedness in respect of the ship financing described in clause (vii) immediately below is a U.S. Person, other less than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries$75,000,000, then the $150,000,000 limitation set forth in either this clause (vi) may be increased by the amount of the excess of $75,000,000 minus such case aggregate outstanding principal balance of such ship financing indebtedness; and”. (o) Section 6.01(c) of the Borrower shall Credit Agreement is hereby amended by (i) cause such Material Subsidiary deleting the text “and” at the end of clause (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiaryv) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as inserting the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether following as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to new Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.6.01(c)(vii):

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to Without limiting the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state generality of the United States foregoing and except as otherwise approved in writing by the Lender, cause, and cause each of the Loan Parties to cause, each of their Subsidiaries (and with respect to any Subsidiary formed or acquired after the District Closing Date, simultaneously with the formation or acquisition of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through guaranty the execution Obligations and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as grant to the Administrative Agent may reasonably request Agent, for the benefit of the Lender, a first priority security interest in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents all of such Subsidiary’s property to secure such guaranty, favorable opinions subject to no Liens other than Permitted Liens, in each case pursuant to the execution and delivery of counsel a joinder to the Security Agreement and such Subsidiary (which shall cover, among other things, the legality, validity, binding effect documents as may be reasonably requested by and enforceability of the documentation referred to above in a customary manner), all of which shall be form and substance reasonably satisfactory to the Administrative Agent, Lender. Furthermore and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period except as may be agreed to otherwise approved in writing by the Administrative Agent)Lender the Borrower shall, and shall cause each of its Subsidiaries (including, any such Subsidiary formed or acquired after the Closing Date) to, pledge (i) all of the Capital Stock of each of its Subsidiaries that are not CFCs and (ii)(A) all of the nonvoting Capital Stock of each of its Subsidiaries that are CFCs, and (iiB) cause such Material Subsidiary to deliver such other documentation as 65% of the Administrative Agent may reasonably request in connection with voting Capital Stock of each of its Subsidiaries that are CFCs if the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents pledge of a greater percentage of such Material Subsidiary, favorable opinions of counsel voting Capital Stock could reasonably be expected to such Material Subsidiary (which shall cover, among other things, result in a material adverse tax consequence for the legality, validity, binding effect and enforceability Borrower under Section 956 of the documentation referred IRC (and 100% of such voting Capital Stock if no such material adverse tax consequence could reasonably be expected) to above the Agent, for the benefit of the Lender, to secure the Obligations, in a customary manner), all of which shall be each case pursuant to documents in form and substance reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply Lender. In connection with PATRIOT Act, OFACeach pledge of Capital Stock that is certificated, the Beneficial Ownership Regulation Borrower and each other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will execution of the foregoing pledge documentation deliver, or cause to be released from liability with respect delivered, to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor Agent, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed in blank, in each case pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute documents in form and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained substance satisfactory to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersLender.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) If the Company requests that New Vehicle Floorplan Loans be made available to a newly acquired or created Subsidiary (other than a Silo Subsidiary) which engages in the business of selling or leasing New Vehicles, or (ii) if any newly created or acquired Subsidiary has Eligible Used Vehicle Inventory included in the Used Vehicle Borrowing Base at any time, then as soon as practicable, but in any event within thirty (30) days after the acquisition or creation of any such Subsidiary (or, if later, by the date such Subsidiary first satisfies the condition in clause (i) or (ii) above) cause to be delivered to the Administrative Agent each of the following: (as applicablei) a Joinder Agreement duly executed by such Subsidiary with all schedules and information thereto appropriately completed with respect to becoming a “New Vehicle Borrower” or “Subsidiary Guarantor” (x) the Subsidiary that owns such Unencumbered Property, including appropriate indications if such Subsidiary is a Person organized under Dual Subsidiary); (ii) UCC financing statements naming such Subsidiary as “Debtor” and naming the laws of any state Revolving Administrative Agent for the benefit of the United States or Secured Parties as “Secured Party,” in form, substance and number sufficient in the District reasonable opinion of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of a the Revolving Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement and other Security Instruments to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom extent such Lien may be owners of Real Property Assets that are included as Unencumbered Properties subject to perfected by UCC filings; (iii) unless the limitations Required Lenders expressly waive such requirement in accordance with Section 7.12(b) without such subsidiaries becoming Guarantors hereunder10.01, provided for in the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock case of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent single Acquisition or any related series of a Joinder AgreementAcquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, in each case under this clause (i), on an opinion or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability dated as of the documentation referred to above date of delivery of such Joinder Agreements (and other Loan Documents) provided for in a customary manner), all of which shall be reasonably satisfactory this Section 6.14 and addressed to the Administrative Agent, in form and such other information required in order for substance acceptable to the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements.Agent; (biv) Subject the documents described in Sections 4.01(a)(iii), (iv), (vii), (xii), (xiii), (xxi), (xxii) and (xxiii) with respect to Section 5.12(csuch Restricted Subsidiary; and (v) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery evidence satisfactory to the Administrative Agent that all taxes, filing fees, recording fees and other related transaction costs have been paid. In addition, such Subsidiary shall also comply with Section 7.16 (in the case of a Joinder Agreement not later than thirty Silo Subsidiary), Section 7.17 (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agentcase of a Dual Subsidiary), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsSection 7.20. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Except as otherwise provided in the second paragraph of Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor 4.01 and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b7.08, within thirty (30) without days (or such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the later date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may agree) following (x) the acquisition, formation or designation after the Closing Date of any Restricted Subsidiary or (y) the date that any Restricted Subsidiary in existence on the Closing Date that was previously restricted from becoming a Guarantor hereunder is no longer so restricted (whether as a result of the acquisition by a Loan Party of the outstanding minority interest in such Restricted Subsidiary or otherwise): (a) notify the Administrative Agent thereof in writing, together with (i) its jurisdiction of formation, (ii) the number of shares of each class of Capital Stock outstanding, (iii) the number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Restricted Subsidiary and (iv) the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (b) cause such Restricted Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request in connection with deem appropriate for such purpose, and (ii) deliver to the foregoing, including, without limitation, certified resolutions and other organizational and authorizing Administrative Agent documents of such Subsidiary, the types referred to in Sections 5.01(e) and (f) and favorable opinions of counsel to such Restricted Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannerclause (i)), all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent. Furthermore, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than within thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative AgentAgent may agree) after of the earlier to occur of (1) the date that Denver becomes a Wholly Owned Subsidiary or (2) June 30, 2006 (if the Borrower has not exercised its option to purchase the outstanding Capital Stock of Denver owned by Media General by June 30, 2006), the Borrower shall cause Denver and its Subsidiaries to become Guarantors by executing and delivering to the Administrative Agent Joinder Agreements or such occurrence cause other documents as the Administrative Agent shall reasonably deem appropriate for such Subsidiary purpose, together with related documents of the type described in clause (b) above; provided, however, in the event that clause (2) of this paragraph is applicable, Denver and its Subsidiaries shall be deemed to be Limited Guarantors for purposes of the Loan Documents (and, notwithstanding Section 7.08(a), shall not be required to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained party to the contrary, the foregoing provisions Pledge Agreement) until such time as Denver becomes a Wholly Owned Subsidiary whereupon Denver and its Subsidiaries shall not apply to the REIT Guarantor, which may only no longer be released upon the written approval of the Administrative Agent Limited Guarantors and all of the Lenderstheir Guaranty will no longer be limited by Section 4.01.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered PropertyNo later than 30 days after Avnet incorporates, if such Subsidiary is a Person organized under the laws of creates or acquires any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such additional Domestic Subsidiary, favorable Avnet shall execute and deliver or cause to be executed and delivered such instruments, documents and agreements (including legal opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required ) as may be necessary or appropriate in order for the discretion of the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, create a Perfected Lender Lien upon the acquisitioncapital stock of such Subsidiary and such Subsidiary's Springing Lien Assets (which instruments, incorporation or other creation of any other direct or indirect Material Subsidiary documents and agreements shall be held in Document Escrow pursuant to the terms of the REIT Guarantor if Springing Lien Escrow Agreement, unless a Trigger Event shall have occurred, in which event such Subsidiary is a U.S. Personinstruments, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower documents and agreements shall (i) cause such Material Subsidiary (become effective and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and Perfected immediately upon delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and . (ii) No later than 30 days after Avnet incorporates, creates or acquires any additional First Tier Foreign Subsidiary, Avnet shall execute and deliver or cause such Material Subsidiary the applicable Domestic Subsidiaries to execute and deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoinginstruments, including, without limitation, certified resolutions documents and other organizational and authorizing documents of such Material Subsidiary, favorable agreements (including legal opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required ) as may be necessary or appropriate in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval discretion of the Administrative Agent and all to create a Perfected Lender Lien upon 65% of the Lenderstotal capital stock issued by such additional First Tier Foreign Subsidiary, pursuant to documentation substantially in the form of the Foreign Stock Pledge Agreement (which instruments, documents and agreements shall be held in Document Escrow pursuant to the terms of the Springing Lien Escrow Agreement, unless a Trigger Event shall have occurred, in which event such instruments, documents and agreements shall become effective and Perfected immediately upon delivery to the Administrative Agent).

Additional Subsidiaries. In furtherance, and not in limitation, of Section 6.10(a), promptly upon (aand in any event within thirty (30) Subject days after (or such later date as the Administrative Agent shall agree to Section 5.12(cin its sole discretion)) below, as a condition to the inclusion creation or acquisition of any Real Property Asset as an Unencumbered Propertydirect or indirect Subsidiary by any Loan Party (it being understood that any Subsidiary becoming a Material Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section 6.10(b)), if applicable, the REIT Guarantor each such new Subsidiary and the Borrower shall Loan Parties will notify the Administrative Agent and (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of ColumbiaMaterial Subsidiary, to become a Guarantor hereunder through the execution execute and delivery deliver to the Administrative Agent of a duly executed Guarantor Joinder Agreement (it being understood for the avoidance of doubt thatin accordance with Section 12.12, notwithstanding anything in this Agreement pursuant to which such new Material Subsidiary shall become a party hereto as a Guarantor and shall become a party to the contrarySecurity Agreement as a Grantor (as defined therein), Subsidiaries organized under and (ii) the laws Equity Interests of Canada, a province thereof or such new Subsidiary shall be pledged by the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject applicable Loan Party to the limitations extent provided in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance Collateral Documents. Upon the creation or acquisition of doubt such any direct or indirect Subsidiary shall constitute a Property by any Loan Party hereunder) and (y) each Subsidiary that is not a Subsidiary, the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the extent requested by the Administrative Agent. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other Collateral Documents and such other documents, certificates and opinions (other than an Excluded including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary) that ownsregarding such new Subsidiary, directly or indirectlyin form, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution content and delivery scope reasonably satisfactory to the Administrative Agent of a Joinder AgreementAgent, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a Prior Security Interest in the Collateral, to the extent provided in the Collateral Documents, for the Secured Obligations. It is understood and agreed that, to the extent that, as of the last day of any period of four consecutive Fiscal Quarters for which financial statements were required to be delivered pursuant to Section 6.1(a) or (b), the Loan Parties do not (x) own assets at least equal to ninety percent (90%) of the total assets (as calculated in accordance with GAAP) of the foregoingBorrower and its Subsidiaries on a consolidated basis and (y) have earnings before interest expense, includingtax, without limitationdepreciation and amortization (as calculated in accordance with GAAP) at least equal to ninety percent (90%) of earnings before interest expense, certified resolutions tax, depreciation and amortization (as calculated in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis, the Borrower shall, within thirty (30) days (or such longer period of time as is agreed to by the Administrative Agent in its sole discretion), cause Subsidiaries that are not currently deemed Material Subsidiaries as would be necessary to cause the Loan Parties to (x) own assets at least equal to ninety percent (90%) of the total assets (as calculated in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis and (y) have earnings before interest expense, tax, depreciation and amortization (as calculated in accordance with GAAP) at least equal to ninety percent (90%) of earnings before interest expense, tax, depreciation and amortization (as calculated in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis, to execute and deliver to the Administrative Agent a duly executed Guarantor Joinder in accordance with Section 12.12 pursuant to which each such Subsidiary shall become a party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), together with such other organizational documents, certificates and authorizing documents opinions (including opinions of local counsel in the jurisdiction of organization of each such Subsidiary regarding each such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall coverin form, among other things, the legality, validity, binding effect content and enforceability of the documentation referred to above in a customary manner), all of which shall be scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions therewith and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and will take such other information required in order for action as the Administrative Agent and the Lenders may reasonably request to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required create in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval favor of the Administrative Agent and all of a Prior Security Interest in the LendersCollateral, to the extent provided in the Collateral Documents, for the Secured Obligations.

Additional Subsidiaries. The Borrower shall, and shall cause each of its Material Subsidiaries and the Holdco Entities to, (a) Subject to Section 5.12(ccause any Person (whether now existing or hereafter created) below, as becoming a condition to the inclusion Material Subsidiary of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall or any such Holdco Entity (other than any JV Entity or any other Excluded Subsidiary) to, promptly and in any event no later than thirty days after such Person becomes a Material Subsidiary of the Borrower or any such Holdco Entity (other than any JV Entity or any other Excluded Subsidiary) (i) cause execute a Guaranty, (as applicableii) to the extent required by Section 5.11, execute a joinder to or assumption agreement of the Security Agreement, (xiii) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is Person owns any Equity Interests in any other Person and to the extent required by Section 5.11, execute a Person organized under the laws of any state joinder to or assumption agreement of the United States or the District of ColumbiaPledge Agreement, to become a Guarantor hereunder through the execution (iv) if such Person holds any real property interest and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties extent required by Section 5.11 but subject to the limitations in Section 7.12(bThird Party Consent Limitation, execute a Mortgage, (v) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreementextent required by Section 5.11, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver execute such other documentation Security Documents as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent)request, and (iivi) cause provide evidence of corporate authority to enter into such Material Subsidiary to deliver such other documentation Credit Documents as the Administrative Agent may reasonably request in connection with the foregoingrequest, including, including without limitation, certified resolutions opinions of legal counsel regarding such corporate authority and other organizational and authorizing documents the enforceability of such Material Subsidiary, favorable opinions Credit Documents and (b) cause the owners of counsel to the Equity Interests of such new Material Subsidiary to (which shall coveri) prior to the Investment Grade Date, among other things, the legality, validity, binding effect and enforceability execute a joinder to or assumption agreement of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory Pledge Agreement and grant to the Administrative Agent, Agent an Acceptable Security Interest in such Equity Interests and (ii) provide such evidence of corporate authority to enter into such Credit Documents and other information required in order for due diligence as the Administrative Agent and the Lenders to comply with PATRIOT Actmay reasonably request, OFACincluding without limitation, opinions of legal counsel regarding such corporate authority, the Beneficial Ownership Regulation enforceability and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) perfection of such Credit Documents and Section 5.12(b), upon title evidence regarding the Investment Grade Pricing Date, no Subsidiary ownership of the REIT Guarantor assets being acquired. The Borrower shall be required to become a Guarantor unless such Subsidiary creates70 Xxxxx Energy Partners, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, L.P. 3rd Amended/Restated Credit Agreement notify the Administrative Agent shall promptly release in writing of the formation or acquisition of any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and which is not otherwise liable a Material Subsidiary within sixty (whether as a borrower, co-borrower, guarantor 60) days after its formation or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lendersacquisition.

Additional Subsidiaries. In furtherance, and not in limitation, of Section 6.9(a), promptly upon (aand in any event within fifteen (15) Subject Business Days after (or such later date as the Administrative Agent shall agree to Section 5.12(cin its sole discretion) below, as a condition to the inclusion creation or acquisition of any Real Property Asset as an Unencumbered Propertydirect or indirect Subsidiary by any Loan Party, if applicable, the REIT Guarantor each such new Subsidiary and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution Loan Parties will execute and delivery deliver to the Administrative Agent of a duly executed Guarantor Joinder Agreement in accordance with Section 12.12, pursuant to which (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement i) such new Subsidiary shall become a party hereto as a Guarantor and shall become a party to the contrarySecurity Agreement as a Grantor (as defined therein), Subsidiaries organized under and (ii) the laws Equity Interests of Canada, a province thereof or such new Subsidiary shall be pledged by the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject applicable Loan Party to the limitations extent provided in Section 7.12(b) without such subsidiaries becoming Guarantors hereunderthe Collateral Documents. As promptly as reasonably possible, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) Loan Parties and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery their respective Subsidiaries will deliver to the Administrative Agent (or, until the Discharge of a Joinder the First Lien Obligations (as defined in the Intercreditor Agreement), deliver to the Administrative Agent evidence that the First Lien Administrative Agent has received) all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other Collateral Documents and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, in each case under this clause (i)form, on or before content and scope reasonably satisfactory to the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation Administrative Agent, as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions therewith and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and will take such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation action as the Administrative Agent may reasonably request to create in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval favor of the Administrative Agent and all of a Prior Security Interest in the LendersCollateral, to the extent provided in the Collateral Documents, for the Obligations.

Additional Subsidiaries. Borrower shall give the Lender prompt written notice of the creation, establishment or acquisition, in any manner, of any Subsidiary not existing as a Subsidiary on the Closing Date. Subject to the last sentence of this Section 6.17, Borrower or a Guarantor, as appropriate, (a) Subject shall cause each Subsidiary of such Person which is a Domestic Subsidiary to Section 5.12(cexecute a Surety and Guaranty Agreement and a Security Agreement, (b) belowshall execute a Foreign Pledge Agreement with respect to 65% of the Capital Stock of each First-Tier Subsidiary of such Person which is or becomes a Material Non-Domestic Subsidiary, as a condition to (c) shall deliver an opinion of counsel, simultaneously with the inclusion delivery of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause the Guaranty and Surety Agreement and Security Agreement executed pursuant to clause (as applicablea)(i) above, with respect to such new Domestic Subsidiary, and the delivery of any Pledge Agreement executed pursuant to clause (xa)(ii) above, that such Pledge Agreement is valid and enforceable in the Subsidiary jurisdiction of formation of such Material Non-Domestic Subsidiary, provided that owns such Unencumbered Property, if such Subsidiary is a Person organized under opinion, in connection with the laws delivery of any state of Pledge Agreement executed pursuant to clause (a)(ii) above, cannot be provided, the United States Borrower or Guarantor and such Material Non-Domestic Subsidiary, as appropriate, shall execute any additional documents that may be required in order to perfect the District of Columbia, lien granted by such Pledge Agreement in such jurisdiction and to become a Guarantor hereunder through the execution enable such counsel to deliver an acceptable opinion with respect thereto and delivery (d) with respect to the Administrative Agent pledge of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Material Non-Domestic Subsidiary which becomes a guarantor pursuant that is certificated, deliver such certificates and powers with respect to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreementsuch interests duly endorsed in blank, and, in each case under this clause (i), on the event of uncertificated interests UCC-1 financing statements identifying such interest and executed by the holder of such interest or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as reasonably requested by the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required Lender in order for the Administrative Agent to grant and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if perfect a security interest in such Subsidiary is a U.S. Person, other than a U.S. Person substantially ownership interest; all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (after the creation, establishment or acquisition of such Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers and other documents as are consistent with those delivered as to each Domestic Subsidiary pursuant to Section 4.1 hereof on the Closing Date, or as the Lender may request, each in form and substance satisfactory to the Lender. In no event shall Borrower or any Guarantor be required to pledge any of the assets of a Non-Domestic Subsidiary of Borrower or such later date Guarantor if such Non-Domestic Subsidiary is a controlled foreign corporation, as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under defined in Section 5.12(a) or Section 5.12(b957(a) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained Code, including, but not limited to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval stock of any Non-Domestic Subsidiary of the Administrative Agent and all of the LendersBorrower held directly or indirectly by any such Subsidiary.

Additional Subsidiaries. (a) Subject If upon the delivery of the financial statements pursuant to Section 5.12(c7.1(a) belowor (b), the Non-Guarantor Subsidiaries (other than Xxxxx & Minor Healthcare Supply Inc. and Access Diabetic Supply, LLC) shall, as a condition to the inclusion of any Real Property Asset as an Unencumbered Propertygroup, if applicable, the REIT Guarantor and the Borrower shall (i) cause account for more than five percent (as applicable5%) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States gross revenues of the members of the Consolidated Group (other than Securitization Subsidiaries) on a consolidated basis determined in accordance with GAAP, (ii) account for more than five percent (5%) of net income of the members of the Consolidated Group (other than Securitization Subsidiaries) on a consolidated basis determined in accordance with GAAP, or (iii) hold more than five percent (5%) of Consolidated Total Assets (each a “Threshold Requirement”), then the District Borrower Representative will (A) promptly notify the Administrative Agent thereof, (B) within 45 days (or such later date as the Administrative Agent may agree in its sole discretion) thereafter, cause one or more of Columbia, the Non-Guarantor Subsidiaries to become a Guarantor hereunder through “Guarantor” under the Credit Documents by way of execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for such that immediately thereafter the avoidance of doubt thatremaining Non-Guarantor Subsidiaries shall not, notwithstanding anything in this Agreement to the contraryas a group, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) exceed any Threshold Requirement and (yC) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent, the Term B Facility Agent or the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such SubsidiaryPerson, good standing certificates and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)Person, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or Agents. The Borrower Representative may at any time that any Immaterial time, at its option, cause a Non-Guarantor Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (to execute and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery deliver to the Administrative Agent of Agents a Joinder Agreement not later than thirty (30) days after and, in connection therewith, such acquisition, incorporation or other creation (or such longer period as may Person shall be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary required to deliver such other documentation as the Administrative any Agent may reasonably request in connection with the foregoingrequest, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material SubsidiaryPerson, good standing certificates and favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)Person, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsAgents. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. In the event that, after the date hereof, the Borrower or any of its Subsidiaries creates any new Subsidiary or acquires a new Subsidiary (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall cause such new Subsidiary to, concurrently with such event or as soon as practicable thereafter (ibut in any event no later than thirty (30) cause (as applicable) (x) the Subsidiary that owns days after such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States creation or the District of Columbiaacquisition), to become a Guarantor hereunder through the execution execute and delivery deliver to the Administrative Agent (i) a Guaranty as a guarantor and a Security Agreement or (ii) an instrument of joinder and accession, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such new Subsidiary shall join onto a Guaranty as a guarantor thereunder and the Security Documents as a grantor of security thereunder as if such new Subsidiary was an original signatory hereto and thereto, and (b) the Borrower and/or such new Subsidiary (as the case may be) shall deliver such other instruments and documents, in form and substance reasonably satisfactory to the Administrative Agent, Perfection Certificates, Uniform Commercial Code financing statements and stock or other certificates representing all of the issued and outstanding Equity Interests of such new Subsidiary with accompanying stock powers or other instruments of transfer duly executed in blank, in each case required to be executed or delivered pursuant to such Security Documents in order to grant to or maintain the Administrative Agent’s first priority perfected security interest in and to the assets of and the Equity Interests issued by such new Subsidiaries (subject to Liens permitted by Section 7.01). Further, within 30 days after receipt of a Joinder Agreement (it being understood for request from the avoidance of doubt thatAdministrative Agent, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without Borrower and/or such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such new Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery execute and/or deliver to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability writing in furtherance of the intent of this Section 6.16, including without limitation an updated Schedule 5.13 hereto and documentation referred of the type required to above in be supplied by the Borrower and its Subsidiaries as a customary manner), all of which shall be reasonably satisfactory condition precedent to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor initial Loans made hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b4.01(a), as applicable to such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lendersnew Subsidiary.

Additional Subsidiaries. Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders (asuch approval not to be unreasonably withheld with respect to any future Foreign Subsidiary unless the Required Lenders determine in their sole discretion that such exception would adversely affect the value of the assets securing the Obligations or the Agent’s Lien on the assets securing the Obligations, the business, properties, condition (financial or otherwise) Subject or prospects of the Loan Parties or the prospect of repayment of any portion of the Obligations in a material respect and it being understood that the Required Lenders may require amendments to Section 5.12(c) below, this Agreement and the other Loan Documents as a condition to approval), cause, and cause each of the inclusion Loan Parties to cause, each of their Subsidiaries (including any Real Property Asset such Subsidiary formed or acquired after the Closing Date (pursuant to a Permitted Acquisition or otherwise), upon the formation or acquisition of such Subsidiary or at such later time as an Unencumbered Propertymay be agreed by the Required Lenders in their reasonable discretion), if applicableto guaranty the Obligations and cause each such Subsidiary to grant to the Agent, for the REIT Guarantor benefit of the Agent and the Borrower Lenders, a first priority security interest in, all of such Subsidiary’s property to secure such guaranty, in each case pursuant to the execution and delivery of a joinder to each applicable Collateral Document and such other documents as may be reasonably requested by the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any Collateral Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (to the extent of such Subsidiary’s ownership interest in such property and subject to the exceptions to the other Loan Parties under the Loan Documents) shall become Collateral for the Obligations, each in form and substance reasonably satisfactory to the Agent and the Required Lenders, including (i) cause the execution and delivery of guaranties, security agreements, pledge agreements, Mortgages and such other real property deliverables as may be required by the Required Lenders with respect to any Real Estate, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing (as applicable) (x) including any of the Subsidiary that owns such Unencumbered Property, if such Subsidiary is foregoing necessary to create or perfect a Person organized Lien under the laws of any state of the United States jurisdiction in which any Loan Party is organized, incorporated or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof formed or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunderany Collateral is located) and (yii) such opinions of counsel as the Required Lenders may reasonably request. Furthermore and except as otherwise approved in writing by the Required Lenders and the Borrower shall, and shall cause each Subsidiary that is not a Loan Party of its Subsidiaries (other than an Excluded Subsidiary) that owns, directly or indirectlyincluding, any such Subsidiary formed or acquired after the Closing Date) to upon the formation or acquisition of such Subsidiary or at such later time as may be agreed by the Required Lenders in their reasonable discretion, pledge all of the Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery each of its Subsidiaries to the Administrative Agent Agent, for its benefit and the benefit of a Joinder Agreementthe Lenders, to secure the Obligations, including by the delivery of certificated securities (if any) and other Collateral with respect to which perfection is obtained by possession, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; pursuant to documents in form and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be substance reasonably satisfactory to the Administrative Required Lenders. In connection with each pledge of Capital Stock that is certificated, as promptly as practicable, the Borrower and each other Loan Party shall simultaneously with the execution of the foregoing pledge documentation deliver, or cause to be delivered, to the Agent, irrevocable proxies and such other information required transfer/stock powers or assignments, as applicable, duly executed in order for the Administrative Agent blank, in each case pursuant to documents in form and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably substance satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Required Lenders.

Additional Subsidiaries. In furtherance, and not in limitation, of Section 6.9(a), promptly upon (aand in any event within fifteen (15) Subject Business Days after (or such later date as the Administrative Agent shall agree to Section 5.12(cin its sole discretion) below, as a condition to the inclusion creation or acquisition of any Real Property Asset as an Unencumbered Propertydirect or indirect Subsidiary by any Loan Party, if applicable, the REIT Guarantor each such new Subsidiary and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution Loan Parties will execute and delivery deliver to the Administrative Agent of a duly executed Guarantor Joinder Agreement in accordance with Section 12.12, pursuant to which (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement i) such new Subsidiary shall become a party hereto as a Guarantor and shall become a party to the contrary, Subsidiaries organized under the laws of Canada, Security Agreement as a province thereof or the United Kingdom may be owners of Real Property Assets that are included Grantor (as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (idefined therein), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other Collateral Documents and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such Subsidiary new Subsidiary) regarding such new Subsidiary, in form, content and scope reasonably satisfactory to deliver such other documentation the Administrative Agent, as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions therewith and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and will take such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation action as the Administrative Agent may reasonably request to create in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval favor of the Administrative Agent and all of a Prior Security Interest in the LendersCollateral, to the extent provided in the Collateral Documents, for the Secured Obligations.

Additional Subsidiaries. As soon as practicable but in any event within thirty (a30) Subject to Section 5.12(c) below, as a condition to days following the inclusion acquisition or creation of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) Subsidiary cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery be delivered to the Administrative Agent each of the following: (a) a Joinder Agreement duly executed by such Subsidiary with all schedules and information thereto appropriately completed; (b) a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this or an amendment to a Joinder Agreement or a supplement to the contraryPledge Agreement or Escrow and Security Agreement, Subsidiaries organized under as applicable) by the laws direct owner of Canadathe Equity Interests in such Subsidiary, a province thereof which Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Subsidiary pursuant to the Pledge Agreement or the United Kingdom may be owners escrow of Real Property Assets that are included as Unencumbered Properties subject the Equity Interests of such Subsidiary pursuant to the limitations in Section 7.12(bEscrow and Security Agreement, as the case may be; (c) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt UCC financing statements naming such Subsidiary shall constitute a Property Party hereunder) as “Debtor” and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to naming the Administrative Agent for the benefit of a Joinder Agreementthe Secured Parties as “Secured Party,” in form, substance and number sufficient in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as reasonable opinion of the Administrative Agent may reasonably request to be filed in connection with all UCC filing offices in which filing is necessary or advisable to perfect in favor of the foregoing, including, without limitation, certified resolutions Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement and other organizational and authorizing documents of Security Instruments to the extent such SubsidiaryLien may be perfected by UCC filings; (d) if requested by the Administrative Agent (in its sole discretion), favorable an opinion or opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability dated as of the documentation referred date of delivery of such Joinder Agreements (and other Loan Documents) provided for in this Section 6.14 and addressed to above the Administrative Agent, in a customary mannerform and substance reasonably acceptable to the Administrative Agent; (e) the documents described in Sections 4.01(a)(iii), all of which shall be (iv), (vi), (xii), (xiii), and (xiv) with respect to such Subsidiary; (f) evidence reasonably satisfactory to the Administrative AgentAgent that all taxes, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Actfiling fees, OFAC, the Beneficial Ownership Regulation, recording fees and other “know- your-customer” diligence requirements.related transaction costs have been paid; and (bg) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Personparty to any Motor Vehicle floorplan Indebtedness, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time evidence that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly Subsidiary’s floorplan lender or indirectly, any Capital Stock of any such Material Subsidiary) to lenders have become a Guarantor hereunder through the execution and delivery parties to the Administrative Agent of a Joinder Intercreditor Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory lender’s or lenders’ respective schedule or schedules to the Administrative Agent, Intercreditor Agreement show the applicable Franchises owned and operated by such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsSubsidiary. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to Promptly notify the Administrative Agent of (i) the redesignation of an Excluded Subsidiary as a Joinder Agreement Subsidiary Guarantor in accordance with Section 6.14(d) below or (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties ii) subject to clause (f) of this Section, the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly creation or indirectly, any Capital Stock acquisition of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through and in any event, unless in the execution and delivery to the Administrative Agent case of a Joinder Agreementany newly acquired or created Subsidiary, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included has been designated as an Unencumbered Property; and (ii) cause each such Excluded Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection accordance with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c6.14(d)(i) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than within thirty (30) days after such acquisitionredesignation, incorporation creation or other creation acquisition (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Person to (A) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Collateral Agreement or such longer period other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (C) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 4.1 as may be agreed to in writing reasonably requested by the Administrative Agent, (D) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (E) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person (subject to the exceptions in the Collateral Agreement), and (iiF) cause such Material Subsidiary deliver to deliver such other documentation as the Administrative Agent such other documents as may be reasonably request in connection with requested by the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. If a Subsidiary of Borrower is formed after the Closing Date (an “Additional Subsidiary”), then (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall notify Lender thereof promptly, and in any event within two (2) Business Days, after such formation, (b) the direct parent of such Additional Subsidiary shall promptly, and in any event, within five (5) Business Days of request by Lender and delivery to Borrower of a form of Securities Pledge Agreement, execute and deliver to Lender such Securities Pledge Agreement, appropriately completed, providing that all of the outstanding shares of Stock of such Additional Subsidiary be pledged to Lender as collateral security for the Obligations, and deliver to Lender the certificate(s) representing such Stock, together with stock powers and instruments of assignment and transfer in such form as Lender may request, (c) such Additional Subsidiary shall promptly, and in any event, within five (5) Business Days of request by Lender and delivery to Borrower of form documentation, execute and deliver (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state Guaranty in respect of the United States or the District of ColumbiaObligations, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary the Guarantor Security Agreement granting to deliver such other documentation as the Administrative Agent may reasonably request Lender a security interest in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents all of such Additional Subsidiary’s assets as security for the Additional Subsidiary’s obligations under the Guaranty, favorable (iii) the Intercompany Subordination Agreement and (iv) proof of corporate action, incumbency of officers, opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period documents as Lender may be agreed to in writing by the Administrative Agent)reasonably request, and (iid) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agentpromptly, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Actany event, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. within five (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (105) Business Days of such Person becoming an Additional Subsidiary, make representations and warranties (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent nature made hereunder by Borrower) to Lender and all of the Lendersundertake such obligations as Lender may reasonably request.

Additional Subsidiaries. Give the Administrative Agent prompt written notice of the creation, establishment or acquisition, in any manner, of any Material Subsidiary not existing on the Closing Date. Subject to the last sentence of this Section 6.12, the Company or a Material Domestic Subsidiary, as appropriate, (a) Subject to Section 5.12(c) below, as shall execute a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Pledge Agreement, in each case under this clause (i), on the form of Exhibit D-1 or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation D-2 hereto (or such longer period other agreement as may shall be agreed to in writing required by the Administrative Agent), as applicable, with respect to not more than 65% of the capital stock of each First-Tier Subsidiary of such Person which is or becomes a Material Non-Domestic Subsidiary, (b) shall cause each Subsidiary of such Person which is a Material Domestic Subsidiary to execute a Guaranty, in the form of Exhibit C hereto, and (iic) cause deliver an opinion of counsel, within 60 days of the delivery of any Pledge Agreement executed pursuant to clause (a) above, that such Material Subsidiary to deliver such other documentation as Pledge Agreement is valid and enforceable in the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents jurisdiction of formation of such Material Non-Domestic Subsidiary, favorable opinions of counsel to provided that if such opinion cannot be provided, the Company or such Material Subsidiary (which Domestic Subsidiary, as appropriate, shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall execute any additional documents that may be reasonably satisfactory to the Administrative Agent, and such other information required in order for to perfect the Administrative Agent lien granted by such Pledge Agreement in such jurisdiction and to enable such counsel to deliver an acceptable opinion with respect thereto; in the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. case of both (c) Notwithstanding Section 5.12(aa) and Section 5.12(b(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (after the creation, establishment or acquisition of such later date Material Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers and other documents as agreed by are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the Closing Date, or as the Administrative Agent may request, each in form and substance satisfactory to the Administrative Agent) after such occurrence cause such . In no event shall the Company be required to pledge any of the assets of a Subsidiary to become of the Company that is a Guarantor under controlled foreign corporation, as defined in Section 5.12(a) or Section 5.12(b957(a) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained Code, including, but not limited to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval stock of any Subsidiary of the Administrative Agent and all of the LendersCompany held directly or indirectly by any such Subsidiary.

Additional Subsidiaries. (a) Subject With respect to Section 5.12(cany Subsidiary (including, without limitation, a Subsidiary Borrower) belowcreated or acquired after the Closing Date by any Borrower, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall promptly (i) cause (as applicable) (x) the such new Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery party to the Administrative Agent of a Joinder relevant Security Agreement and the relevant Guarantee and the HM Services Subordination Agreement pursuant to documentation which is in form and substance satisfactory to the Agent, (it being understood for the avoidance of doubt that, notwithstanding anything in ii) execute and deliver such amendments to this Agreement and the other Loan Documents requested by the Agent to reflect the existence of such new Subsidiary and (iii) if so requested by the Agent, deliver to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject Agent legal opinions relating to the limitations matters described in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause clauses (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; ) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary (including a Subsidiary Borrower), promptly cause each such new Subsidiary to deliver such other documentation as (i) take all actions necessary or advisable to cause the Administrative Agent may reasonably request Lien created by the relevant Security Document, to be duly perfected in connection accordance with the foregoingall applicable Requirements of Law, including, without limitation, certified resolutions the filing of recording requirements in such jurisdictions as may be requested by the Agent and other organizational and authorizing documents (ii) deliver to the Agent legal opinions. (c) With respect to any Subsidiary created or acquired after the Closing Date by any Borrower, the Borrowers may from time to time, with the prior written consent of such Subsidiary, favorable opinions of counsel to such Subsidiary the Agent (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannernot be unreasonably withheld), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause designate such Material Subsidiary (and each as a Subsidiary that is not a Loan Party that ownsBorrower hereunder, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material additional Subsidiary Borrower to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel promptly become a party to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of this Agreement pursuant to the documentation referred to above which is in a customary manner), all of which shall be form and substance reasonably satisfactory to the Administrative Agent, (iii) execute and deliver such amendments to this Agreement or other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt Documents requested by the Administrative Agent agent to reflect the existence of a certificate from an officer of the REIT Guarantor certifying that such additional Subsidiary has not createdBorrower, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwiseiv) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained Notes evidencing the Advances of each Lender to the contraryadditional Subsidiary Borrower, (v) execute and deliver such other approvals, certificates or documents requested by the foregoing provisions shall not apply Agent in its reasonable discretion, in form and substance reasonably satisfactory to the REIT GuarantorAgent and (vi) if so requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i), (ii), (iii), (iv) and (v) immediately preceding, which may only opinions shall be released upon in form and substance, and from counsel, reasonably satisfactory to the written approval of the Administrative Agent and all of the LendersAgent.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to Notify the Administrative Agent of a Joinder Agreement (it being understood for the avoidance creation or acquisition of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements.any: (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary and promptly thereafter (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, in any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than event within thirty (30) days after such acquisition, incorporation creation or other creation acquisition (or at such longer period earlier time as may be agreed to required in writing connection with a Permitted Acquisition or such later time as may be determined by the Administrative AgentAgent in its sole discretion)), and (ii) cause such Material Subsidiary Person to deliver (A) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty or such other documentation document as the Administrative Agent may reasonably request shall deem appropriate for such purpose, (B) grant a security interest in connection all of its assets of the type constituting or required to constitute Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Collateral Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the foregoingterms of each Collateral Document, (C) deliver to the Administrative Agent such documents and certificates referred to in Section 4.01 as may be reasonably requested by the Administrative Agent (including, without limitation, certified resolutions legal opinions), (D) deliver to the Administrative Agent such original certificates evidencing Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Subsidiary and other organizational and authorizing documents of original Collateral, (E) deliver to the Administrative Agent such Material Subsidiary, favorable opinions of counsel updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Material Subsidiary and (which shall cover, among F) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, ; provided that the provisions of this clause (i) shall not apply if the Borrower and such other information required in order for the Administrative Agent reasonably determine that the taking of the actions hereunder (x) in the case of a Foreign Subsidiary would have material adverse tax consequences for the Borrower or any other Loan Party or (y) would result in a violation of Laws applicable to the Borrower and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsits Subsidiaries. (cii) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, coany First-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing DateTier Foreign Subsidiary, and provided that no Default promptly thereafter (and in any event within forty-five (45) days after such notification or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt such later time as may be determined by the Administrative Agent of a certificate from an officer in its sole discretion), cause (A) the applicable Loan Party that owns such First-Tier Foreign Subsidiary (and, if applicable)) such First-Tier Foreign Subsidiary to deliver Collateral Documents to the Administrative Agent, pledging sixty-five percent (65%) of the REIT Guarantor certifying that total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First-Tier Foreign Subsidiary has not createdand, incurredif applicable, acquired, assumed, suffered to exist and is not otherwise liable original stock certificates (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor equivalent thereof pursuant to the applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First-Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, (B) such First-Tier Foreign Subsidiary to deliver to the Administrative Agent such documents and certificates referred to in Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (4.01 as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed may be reasonably requested by the Administrative Agent, (C) after such occurrence cause such First-Tier Foreign Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement deliver to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such First-Tier Foreign Subsidiary and (D) such First-Tier Foreign Subsidiary to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all of in form, content and scope reasonably satisfactory to the LendersAdministrative Agent.

Additional Subsidiaries. Within thirty (a30) Subject to Section 5.12(c) below, as a condition to the inclusion of Business Days after any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States Borrower, which is created or acquired after the District of ColumbiaClosing Date (or with respect to Inactive Subsidiaries, is in existence on or after the date which is one hundred-eighty (180) days after the Closing Date), engages in any business operations, cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i) duly executed Collateral Agreements and Guaranty Agreements (or joinders thereto), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions instruments and documents and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability items of the documentation referred 57 type required to above in a customary mannerbe delivered pursuant to Section 6.2(c), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and such other information as may be required in order for by the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. obtain a first priority perfected security interest in all personal property of such Subsidiary (b) Subject subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor Permitted Liens); provided that if such Subsidiary is a U.S. PersonForeign Subsidiary of the Borrower, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Foreign Subsidiary (and each Subsidiary that is shall not a Loan Party that ownsbe required to execute or join the Guaranty Agreement, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through otherwise guaranty the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent)Obligations hereunder, and (ii) cause such Material Subsidiary the Borrower shall pledge to deliver such other documentation as the Administrative Agent may reasonably request no more than sixty-five percent (65%) (or such greater percentage which would not result in connection with material adverse tax consequences to the foregoing, including, without limitation, certified resolutions and Borrower) of the capital stock or other organizational and authorizing documents equity interests of such Material Foreign Subsidiary, ; and (iv) favorable legal opinions of counsel addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such Material Subsidiary Collateral Agreements and Guaranty Agreements (which or joinders thereto) and such other documents and closing certificates as may be requested by the Administrative Agent. The Borrower shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to notify the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed after the occurrence thereof, of the acquisition of any property by the Administrative Agent) after such occurrence cause such Borrower or any Restricted Subsidiary that is of the same type and character of the Collateral subject to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained any Security Document, but that is not subject to the contraryexisting Security Documents (including pursuant to any after-acquired property provisions thereof), any person's becoming a Subsidiary and any other event or condition that may require additional action of any nature in order to preserve the foregoing provisions shall not apply to effectiveness and perfected status of the REIT Guarantor, which may only be released upon liens and security interests of the written approval of Lenders and the Administrative Agent and all of with respect to such property pursuant to the LendersSecurity Documents.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within Within ten (10) Business Days (or such later date as agreed by the Administrative AgentServicer may agree in its sole discretion) after any Domestic Subsidiary is acquired or formed (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), the Sponsor shall (i) notify the Servicer and the Participants thereof, (ii) if such occurrence Domestic Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Guarantor under by executing agreements in the form of Annex 1 to the Guaranty Agreement and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 5.12(a3.1 as reasonably requested by the Servicer. In the event that any Domestic Subsidiary that is not already a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) to cause it to (x) become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the Servicer. (b) The Sponsor may, after the Effective Date, acquire (subject to Section 8.4) or form additional Foreign Subsidiaries. To the extent the aggregate EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Guaranteed Obligations pursuant to this Section 5.12(b6.10(b) for the most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge Date”), the Sponsor (i) shall notify the Servicer and the Participants thereof, (ii) subject to any required intercreditor arrangements entered into between the Servicer and the holders of the notes issued under each applicable Note Agreement (or any representative thereof) in order to accomplish any required equal sharing of such pledged collateral pursuant to the terms of each applicable Note Agreement, deliver stock certificates and related pledge agreements, in form satisfactory to a collateral agent acceptable to the Servicer, evidencing the pledge of sixty-six percent (66%) (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more Foreign Subsidiaries directly owned by the Sponsor or any Domestic Subsidiary to secure the Guaranteed Obligations to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Guaranteed Obligations pursuant to this Section 6.10(b) for the most recently ended twelve (12) month period does not exceed twenty percent (20%) of Consolidated EBITDA, and (iii) cause such Foreign Subsidiary whose stock is pledged pursuant to the immediately preceding Section 6.10(b)(ii) to deliver simultaneously therewith similar documents applicable to such Foreign Subsidiary described in Section 13.1 as reasonably requested by the Servicer; provided that in no event shall any such Foreign Subsidiary be required to join the Guaranty Agreement or otherwise to guarantee any of the Guaranteed Obligations. Upon the occurrence of the Foreign Pledge Date, the Sponsor will be required to comply with the terms of this Section 6.10(b) within thirty (30) days after any new Foreign Subsidiary is acquired or formed. Upon the occurrence of the Foreign Pledge Date and within a reasonable time thereafter, the Servicer shall enter into an intercreditor agreement, in form and substance satisfactory to the Required Participants, with all other creditors of the Sponsor having a similar covenant with the Sponsor. (c) Notwithstanding anything to the contrary in this Agreement, (i) none of the Inactive Subsidiaries shall be required to become a Guarantor or to execute the Guaranty Agreement, subject to compliance with Section 8.13 and (ii) the Sponsor shall cause each Inactive Subsidiary to be dissolved as soon practicable without incurring adverse tax consequences unless otherwise permitted by the Servicer with such consent not to be unreasonably withheld, conditioned or delayed. (d) The Sponsor will cause any Domestic Subsidiary or any other Domestic Controlled Affiliate that provides a Guarantee or otherwise becomes liable (including as a borrower or co-borrower) in respect of the obligations under any Note Agreement or any other agreement providing for the incurrence of Indebtedness that is pari passu with the Indebtedness under this Agreement to execute become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersServicer.

Additional Subsidiaries. (a) Subject From and after the creation or acquisition of any Subsidiary, cause to Section 5.12(c) below, as a condition be executed and delivered to the inclusion Administrative Agent (i) a Pledge Agreement, Joinder Agreement or other appropriate documentation under the laws of any Real Property Asset as an Unencumbered Propertythe applicable jurisdiction, executed by the Borrower (or the applicable Subsidiary) pledging up to one hundred percent (100%) of the total outstanding capital stock or other ownership interests of a Domestic Subsidiary or sixty-five percent (65%) of the total outstanding capital stock or other ownership interest of a Foreign Subsidiary owned by the Borrower (or the applicable Subsidiary) and a consent thereto executed by such Subsidiary (including, without limitation, if applicable, original stock certificates evidencing the REIT Guarantor and capital stock of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the Borrower shall registered owner thereof (iwith respect to a Foreign Subsidiary only if applicable under the laws of the appropriate jurisdiction)), (ii) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under Material Subsidiary, a Joinder Agreement in the laws form of any state of Exhibit L attached hereto, executed by such Material Subsidiary, pursuant to which such Material Subsidiary shall become party to the United States or Guaranty Agreement and the District of ColumbiaSecurity Agreement, to become a Guarantor hereunder through (iii) the execution closing documents and delivery to certificates reasonably required by the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoingdelivered, including, without limitation, certified resolutions officers' certificates, financial statements, opinions of counsel, board resolutions, charter documents, certificates of existence and authority to do business and any other organizational closing certificates and authorizing documents of such described in Section 5.2 (with respect to a Foreign Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, only if applicable under the legality, validity, binding effect and enforceability laws of the documentation referred to above in a customary mannerappropriate jurisdiction), and (iv) such other documents reasonably requested by the Administrative Agent, all of which shall be in form and substance reasonably satisfactory acceptable to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than Within thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent)Agent in its sole discretion) after the acquisition or formation of any Subsidiary: (i) notify the Administrative Agent thereof in writing, together with the (A) jurisdiction of formation, (B) percentage of outstanding shares of each class owned (directly or indirectly) by McAfee or any Subsidiary and (C) whether such Subsidiary constitutes a Material Domestic Subsidiary or a Material Foreign Subsidiary; (ii) if such Subsidiary is a Material Domestic Subsidiary, cause such Material Subsidiary Person to deliver (A) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documentation documents as the Administrative Agent may reasonably request in connection with shall deem appropriate for such purpose and (B) deliver to the foregoingAdministrative Agent Organization Documents, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)counsel, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent; and (iii) if such Subsidiary is a Material Foreign Subsidiary, cause such Person to (A) become a Foreign Guarantor by executing and such other information required in order for delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and (B) deliver to the Administrative Agent Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, subject to compliance with Section 7.12(c) below, such Material Foreign Subsidiary shall not be required to be a Foreign Guarantor if becoming a Foreign Guarantor would be illegal in the relevant jurisdiction or could reasonably be expected to subject directors or equivalent Persons to personal liability. (b) If at any time McAfee and the Lenders Domestic Guarantors, in the aggregate, (i) own less than 80% of the assets of McAfee and its Domestic Subsidiaries or (ii) earn less than 80% of the revenues of McAfee and its Domestic Subsidiaries, cause another Domestic Subsidiary (or Domestic Subsidiaries) to comply with PATRIOT Act, OFAC, become a Domestic Guarantor until the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsconditions in this clause (b) are satisfied. (c) Notwithstanding Section 5.12(aIf at any time the Irish Borrower and its Subsidiaries that are Foreign Guarantors, in the aggregate, (i) own less than 80% of the assets of the Irish Borrower and Section 5.12(b)its Subsidiaries or (ii) earn less than 80% of the revenues of Irish Borrower and its Subsidiaries, upon the Investment Grade Pricing Date, no cause another Subsidiary of the REIT Guarantor shall be required Irish Borrower (or Subsidiaries) to become a Foreign Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable until the conditions in this clause (whether as a borrower, co-borrower, guarantor or otherwisec) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lendersare satisfied.

Additional Subsidiaries. Within thirty (a30) Subject to Section 5.12(c) below, as a condition to the inclusion of Business Days after any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States Borrower, which is created or acquired after the District Original Closing Date, engages in any business operations or owns assets with a fair market value in excess of Columbia$50,000, cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i) duly executed Collateral Agreements and Guaranty Agreements (or joinders thereto), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions instruments and documents and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability items of the documentation referred type required to above in a customary mannerbe delivered pursuant to Section 6.2(c), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and such other information as may be required in order for by the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. obtain a first priority perfected security interest in all personal property of such Subsidiary (b) Subject subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor Permitted Liens); provided that if such Subsidiary is a U.S. PersonForeign Subsidiary of the Borrower, other than a U.S. Person substantially all of whose assets are one (a) such Foreign Subsidiary shall not be required to execute or more Foreign Subsidiariesjoin the Collateral Agreement or the Guaranty Agreement, or at any time that any Immaterial Subsidiary becomes a Material Subsidiaryto otherwise guaranty the Obligations hereunder, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case and (b) the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery pledge to the Administrative Agent of a Joinder Agreement not later no more than thirty sixty-five percent (3065%) days after such acquisition, incorporation or other creation (or such longer period greater percentage which would not result in material adverse tax consequences to the Borrower) of the capital stock or other equity interests of such Foreign Subsidiary; and (iii) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such Collateral Agreements and Guaranty Agreements (or joinders thereto) and such other documents and closing certificates as may be agreed to in writing requested by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which . The Borrower shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to notify the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed after the occurrence thereof, of the acquisition of any property by the Administrative Agent) after such occurrence cause such Borrower or any Subsidiary that is of the same type and character of the Collateral subject to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained any Security Document, but that is not subject to the contraryexisting Security Documents (including pursuant to any after-acquired property provisions thereof), any Person's becoming a Subsidiary and any other event or condition that may require additional action of any nature in order to preserve the foregoing provisions shall not apply to effectiveness and perfected status of the REIT Guarantor, which may only be released upon liens and security interests of the written approval of Lenders and the Administrative Agent and all of with respect to such property pursuant to the LendersSecurity Documents.

Additional Subsidiaries. (a) Subject to Section 5.12(c) belowWithin 45 days after the end of each Fiscal Quarter, as a condition to notify the inclusion Administrative Agent in writing of any Real Property Asset as an Unencumbered Propertyeach Subsidiary formed or acquired in such Fiscal Quarter, if applicable, together with the REIT Guarantor and the Borrower shall (i) cause jurisdiction of formation, (as applicableii) number of shares of each class of Capital Stock outstanding, (xiii) the number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary that owns such Unencumbered Propertyand (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto, with respect to each such Subsidiary is a Person organized under the laws of any state of the United States Subsidiary; and (b) Within forty-five (45) days (in each case, or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom such later date as may be owners agreed by the Collateral Agent at its sole option) after the end of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereundereach Fiscal Quarter, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) cause each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that ownswas acquired, directly formed or indirectly, any Capital Stock of ceased to be an Excluded Subsidiary (including any Subsidiary which becomes a guarantor pursuant that ceased to clause be an Immaterial Subsidiary as of the end of the most recently completed Fiscal Quarter) during such Fiscal Quarter to (xA) above to become a Guarantor hereunder through the execution by executing and delivery delivering to the Administrative Agent of a Guarantor Joinder Agreement, in each case under this clause (i), on Agreement or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation document as the Administrative Agent may reasonably request for such purpose (including as required under the Security Agreement) together with supplements to Schedules 6.13, 6.17, 6.20(a) and 6.26(a) and any Schedule to the Collateral Documents, in connection with each case, to the foregoingextent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, including, without limitation, certified resolutions and other organizational and authorizing (B) deliver to the Administrative Agent documents of such Subsidiarythe types referred to in Sections 5.1(b), (c), and (e) and take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannerclause (A)), all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor ; provided that if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Special Purpose Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers pursuant to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwisethis Section 7.12(b) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required related Permitted Securitization Transaction is in said Section 5.12(a) or Section 5.12(b)effect. 3.4. Notwithstanding anything herein contained Appendix A to the contrary, Credit Agreement is hereby amended and restated in its entirety to read in the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.form attached hereto as Appendix A.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall Upon (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws creation or acquisition of any state of the United States Material Domestic Subsidiary or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such any Domestic Subsidiary to deliver such other documentation becoming a Material Domestic Subsidiary or being designated or identified as the Administrative Agent may reasonably request a Material Domestic Subsidiary in connection accordance with the foregoingterms of this Agreement, cause to be executed and delivered to the Agents (A) a supplement to the Domestic Subsidiary Guaranty Agreement (pursuant to which such Material Domestic Subsidiary shall become party to the Domestic Subsidiary Guaranty Agreement), (B) such closing documents and closing certificates of the type required to be delivered pursuant to Section 6.2(b), including, without limitation, certified resolutions favorable legal opinions addressed to the Agents and other organizational the Lenders in form and authorizing documents of such Subsidiary, favorable opinions of counsel substance reasonably satisfactory thereto with respect to such duly executed supplement to the Domestic Subsidiary Guaranty Agreement (and any other applicable Loan Documents to which such Material Domestic Subsidiary shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above become party thereto in a customary mannerconnection therewith), all of which shall in each case as may reasonably be reasonably satisfactory to requested by the Administrative Agent, and (C) such other information required in order for documents and certificates as may be requested by the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirementsAgent. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall Upon (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly the creation or indirectly, any Capital Stock acquisition of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation Canadian Subsidiary or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) any Canadian Subsidiary becoming a Material Canadian Subsidiary or being designated or identified as a Material Canadian Subsidiary in accordance with the terms of this Agreement, cause to be executed and delivered to the Agents (A) a supplement to the Canadian Subsidiary Guaranty Agreement (pursuant to which such Material Canadian Subsidiary shall become party to deliver the Canadian Subsidiary Guaranty Agreement), (B) such other documentation as closing documents and closing certificates of the Administrative Agent may reasonably request in connection with the foregoingtype required to be delivered pursuant to Section 6.2(b), including, without limitation, certified resolutions favorable legal opinions addressed to the Agents and the Lenders in form and substance reasonably satisfactory thereto with respect to such duly executed supplement to the Canadian Subsidiary Guaranty Agreement (and any other organizational and authorizing documents of applicable Loan Documents to which such Material Subsidiary, favorable opinions of counsel to such Material Canadian Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above become party thereto in a customary mannerconnection therewith), all of which shall in each case as may reasonably be reasonably satisfactory to requested by the Administrative Agent, and (C) such other information required in order for the Administrative Agent documents and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall certificates as may be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed requested by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause As soon as practicable (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of but in any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreementevent within 30 days or, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each case, such Subsidiary to deliver such other documentation longer period as the Administrative Agent may reasonably request agree in connection with its sole discretion) after the foregoingacquisition, creation or designation of any Subsidiary (or the date a Subsidiary otherwise qualifies as a Material Domestic Subsidiary), cause to be delivered to the Administrative Agent each of the following: (ii) a Guaranty Joinder Agreement duly executed by each such Subsidiary that is a Material Domestic Subsidiary and to the extent no material adverse tax consequences would result, each Subsidiary that is a Material Foreign Subsidiary of the Borrower; (iii) required Collateral Documents of such Subsidiary that is a Material Domestic Subsidiary, including a Security Joinder Agreement duly executed by such Subsidiary to cover any additional Collateral (including, without limitation, certified resolutions Pledged Collateral and other organizational IP Collateral) (with all schedules thereto appropriately completed) or a Security Agreement Supplement, as applicable, with all schedules thereto appropriately completed, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise naming such Subsidiary as “Debtor” and authorizing documents naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on Collateral conferred under such Collateral Document to the extent such Lien may be perfected by Uniform Commercial Code filing; (iv) a Security Joinder Agreement or a Security Agreement Supplement, as applicable, by the direct owner of the Equity Interests in such Subsidiary, favorable which Security Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Subsidiary pursuant to the Security Agreement, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise naming such pledgor as “Debtor” and naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on such Equity Interests; (v) if requested by the Administrative Agent, an opinion of counsel to the Subsidiary dated as of the date of delivery of the Guaranty Joinder Agreement and other Loan Documents provided for in this Section 6.12 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, including opinions, assumptions and qualifications similar to those contained in the opinions of counsel delivered pursuant to Section 4.01(a); (vi) the documents described in Sections 4.01(a), as applicable, with respect to such Subsidiary; and (vii) if requested by the Administrative Agent in its sole discretion and subject to the commercially reasonable efforts of such Subsidiary (to obtain such Landlord Waivers, Landlord Waivers with respect to any real property leased by such Subsidiary that is a Material Domestic Subsidiary, which shall cover, among other things, Landlord Waivers are duly executed by the legality, validity, binding effect applicable landlords and enforceability of the documentation referred to above in a customary manner), all of which shall be form and substance reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall Within sixty (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (3060) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative AgentAgent in its sole discretion) after (x) (i) the acquisition or formation of any Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), and (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary) or (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (b) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary, notify the Administrative Agent thereof in writing, together with the (A) jurisdiction of formation, (B) number of shares of each class of Equity Interests outstanding, (C) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Parent or any Restricted Subsidiary and (D) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (c) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Material Subsidiary Person to deliver become a Guarantor of all of the Obligations by executing and delivering to the #95484613v795537764v17 Administrative Agent a Joinder Agreement or such other documentation documents as the Administrative Agent may reasonably shall deem appropriate for such purpose, (B) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in connection with its sole discretion, deliver to the foregoingAdministrative Agent such Organization Documents, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel with respect to such Material Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14; and (d) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (which shall coverand subject to the Guaranty and Security Principles), among other things(A) if such Restricted Subsidiary is a Wholly Owned Subsidiary, the legality, validity, binding effect and enforceability cause such Person to become a Guarantor of the documentation referred Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to above in a customary manner)the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and (C) cause such other information Person to grant Liens in respect of its property and assets in the manner required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsunder Section 7.14. (ce) Notwithstanding the foregoing, the requirements of this Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor 7.12 shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) not apply with respect to any Indebtedness that is Recourse Debt or Subsidiary the Indebtedness assets of another Loan Party which constitute “Excluded Property” pursuant to clause (as a guarantorg) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event definition of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders“Excluded Property”.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within Within ten (10) Business Days (or such later date as agreed by the Administrative AgentServicer may agree in its sole discretion) after any Domestic Subsidiary is acquired or formed, the Sponsor shall (i) notify the Servicer and the Participants thereof, (ii) if such occurrence Domestic Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Guarantor under by executing agreements in the form of Annex 1 to the Guaranty Agreement and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 5.12(a3.1 as reasonably requested by the Servicer. In the event that any Domestic Subsidiary that is not already a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) to cause it to (x) become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the Servicer. (b) The Sponsor may, after the Effective Date, acquire (subject to Section 8.4) or form additional Foreign Subsidiaries. To the extent the aggregate EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Guaranteed Obligations pursuant to this Section 5.12(b6.10(b) for the most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge Date”), the Sponsor (i) shall notify the Servicer and the Participants thereof, (ii) subject to any required intercreditor arrangements entered into between the Servicer and the holders of the notes issued under each applicable Note Agreement (or any representative thereof) in order to accomplish any required equal sharing of such pledged collateral pursuant to the terms of each applicable Note Agreement, deliver stock certificates and related pledge agreements, in form satisfactory to a collateral agent acceptable to the Servicer, evidencing the pledge of sixty-six percent (66%) (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more Foreign Subsidiaries directly owned by the Sponsor or any Domestic Subsidiary to secure the Guaranteed Obligations to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Guaranteed Obligations pursuant to this Section 6.10(b) for the most recently ended twelve (12) month period does not exceed twenty percent (20%) of Consolidated EBITDA, and (iii) cause such Foreign Subsidiary whose stock is pledged pursuant to the immediately preceding Section 6.10(b)(ii) to deliver simultaneously therewith similar documents applicable to such Foreign Subsidiary described in Section 13.1 as reasonably requested by the Servicer; provided that in no event shall any such Foreign Subsidiary be required to join the Guaranty Agreement or otherwise to guarantee any of the Guaranteed Obligations. Upon the occurrence of the Foreign Pledge Date, the Sponsor will be required to comply with the terms of this Section 6.10(b) within thirty (30) days after any new Foreign Subsidiary is acquired or formed. Upon the occurrence of the Foreign Pledge Date and within a reasonable time thereafter, the Servicer shall enter into an intercreditor agreement, in form and substance satisfactory to the Required Participants, with all other creditors of the Sponsor having a similar covenant with the Sponsor. (c) Notwithstanding anything to the contrary in this Agreement, (i) none of the Inactive Subsidiaries shall be required to become a Guarantor or to execute the Guaranty Agreement, subject to compliance with Section 8.13 and (ii) the Sponsor shall cause each Inactive Subsidiary to be dissolved as soon practicable without incurring adverse tax consequences unless otherwise permitted by the Servicer with such consent not to be unreasonably withheld, conditioned or delayed. (d) The Sponsor will cause any Domestic Subsidiary or any other Domestic Controlled Affiliate (other than Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement) that provides a Guarantee or otherwise becomes liable (including as a borrower or co-borrower) in respect of the obligations under any Note Agreement or any other agreement providing for the incurrence of Indebtedness that is pari passu with the Indebtedness under this Agreement to execute become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the documents required Servicer. (e) Within thirty (30) days (or such later date as the Servicer may agree in said Section 5.12(aits sole discretion) or Section 5.12(b). Notwithstanding anything herein contained to after the contrarytermination in full of the Dent-A-Med Credit Agreement and all related loan documentation (such date, the foregoing provisions “DAMI Joinder Date”), the Sponsor shall not apply comply with the terms of Section 6.10(a) with respect to the REIT Guarantor, which may only be released upon the written approval each of the Administrative Agent and all of the LendersDent-A-Med Entities.

Additional Subsidiaries. (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to Notify the Administrative Agent of a Joinder Agreement within three (it being understood for 3) Business Days after the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof creation or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock acquisition of any Domestic Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary promptly thereafter (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, in any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than event within thirty (30) days after such creation or acquisition), incorporation or other creation cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such longer period other document as the Administrative Agent shall deem appropriate for such purpose, (ii) if a Collateral Release has not yet occurred, grant a security interest in all personal property (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (iii) deliver to the Administrative Agent such documents and certificates referred to in Section 5.1 as may be agreed to in writing reasonably requested by the Administrative Agent), (iv) deliver to the Administrative Agent such updates to the Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (iiv) cause such Material Subsidiary deliver to deliver such other documentation as the Administrative Agent such other documents and instruments as may be reasonably request in connection with requested by the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner)Administrative Agent, all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent, and such other information required in order for . (b) Notify the Administrative Agent within three (3) Business Days after any Person becomes a first tier Foreign Subsidiary of the Borrower, and promptly thereafter (and in any event within forty-five (45) days after notification), cause (i) the Lenders Borrower or the applicable Subsidiary to comply with PATRIOT Actdeliver Security Documents to the Administrative Agent pledging sixty-five percent (65%) of the total outstanding Capital Stock (to the extent, OFACand for so long as, the Beneficial Ownership Regulation pledge of any greater percentage would have material adverse federal income tax consequences for the Borrower) and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new first tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updates to the Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other “know- your-customer” diligence requirementsdocuments as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 5.12(a) and Section 5.12(b8.4(i), upon and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the Investment Grade Pricing Dateclosing of such merger transaction, no such new Subsidiary shall not be required to take the actions set forth in Section 7.14(a) or (b), as applicable, until the consummation of such merger transaction (at which time, the REIT Guarantor surviving entity of such merger transaction shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable so comply with Section 7.14 (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantora) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(bb), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Ratingapplicable, the Borrower shall within ten (10) Business Days of the consummation of such merger transaction). (or such later date as agreed by d) Notwithstanding the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) foregoing, if applicable, the provisions of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions 7.14 shall not apply to the REIT Guarantor, assets as to which may only be released upon the written approval of the Administrative Agent and all the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the Lenderssecurity afforded thereby.

Additional Subsidiaries. (a) Subject to Section 5.12(cWithin forty-five (45) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall days after (i) cause the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (as applicable) (xii) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws creation or acquisition of any state Domestic Subsidiary (any such Subsidiary, a "New Subsidiary") of the United States Borrower or the District of Columbiaany Restricted Subsidiary (including in connection with any Permitted Acquisition), cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of (A) a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything duly executed joinder agreement in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) form and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be substance reasonably satisfactory to the Administrative AgentAgent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such other information required in order Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory to the Lenders Administrative Agent with respect to comply with PATRIOT Actsuch joinder agreement, OFAC(D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary, the Beneficial Ownership Regulationas applicable, in such New Subsidiary, and (E) any other “know- your-customer” diligence requirementsdocuments and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Subject to Section 5.12(cWithin forty-five (45) below, upon days after the acquisition, incorporation or other creation of any other direct or indirect Material first tier Foreign Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one Borrower or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Restricted Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request including in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary mannerPermitted Acquisition), all of which shall cause to be reasonably satisfactory executed and delivered to the Administrative Agent, (A) a supplement to the applicable Security Documents previously executed and delivery by the Borrower or such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (65%) of the capital stock or other information required in order for ownership interests of such Foreign Subsidiary, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (C) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such supplement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary in such Foreign Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders to comply with PATRIOT Act, OFAC, (through the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsAdministrative Agent). (c) Notwithstanding Section 5.12(aThe Borrower may, at any time and upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) are or become the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; or (ii) any individual Unrestricted Subsidiary provides a guarantee of any Permitted Subordinated Debt; or (iii) all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in the case of clauses (i) and Section 5.12(b(ii), upon such Unrestricted Subsidiary shall be redesignated as a Restricted Subsidiary and in the Investment Grade Pricing Datecase of clause (iii), no Subsidiary the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether Borrower and its Subsidiaries as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Datemost recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, and provided that calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. (d) So long as no Default or Event of Default existshas occurred and is continuing, the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; PROVIDED that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) are not the obligors on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) any such individual Subsidiary is not a guarantor of any Permitted Subordinated Debt; and (iii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon and Borrower, but in no event earlier than fifteen (15) Business Days following receipt by the Administrative Agent of a certificate from an officer of such written notice. (e) Notwithstanding anything to the REIT Guarantor certifying that such Subsidiary has not createdcontrary contained herein, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In in the event that at any time after a Subsidiary shall have been released from its Obligations hereunder guaranty the payment or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or performance of the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade RatingSenior Subordinated Notes, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become immediately execute a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required joinder agreement in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval respect of the Administrative Agent Subsidiary Guaranty Agreement and the Security Documents described in Section 9.11(a) and to deliver all of the Lendersother instruments, documents, certificates and opinions required pursuant to Section 9.11(a).

Additional Subsidiaries. If the Company requests that New Vehicle Floorplan Loans or Used Vehicle Floor Plan Loans be made available to a newly acquired or created Subsidiary (aother than a Silo Subsidiary) Subject to Section 5.12(c) belowwhich engages in the business of selling or leasing New Vehicles and/or Used Vehicles, as a applicable, then as soon as practicable, but in any event within thirty (30) days after the acquisition or creation of any such Subsidiary (or, if later, by the date such Subsidiary first satisfies the condition above) cause to be delivered to the inclusion Administrative Agent each of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall following: (i) cause a Joinder Agreement duly executed by such Subsidiary with all schedules and information thereto appropriately completed with respect to becoming a “New Vehicle Borrower”, a “Used Vehicle Borrower” or “Subsidiary Guarantor” (as applicable) (x) the Subsidiary that owns such Unencumbered Property, including appropriate indications if such Subsidiary is a Person organized under Dual Subsidiary); (ii) UCC financing statements naming such Subsidiary as “Debtor” and naming the laws of any state Revolving Administrative Agent for the benefit of the United States or Secured Parties as “Secured Party,” in form, substance and number sufficient in the District reasonable opinion of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of a the Revolving Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement and other Security Instruments to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom extent such Lien may be owners of Real Property Assets that are included as Unencumbered Properties subject to perfected by UCC filings; (iii) unless the limitations Required Lenders expressly waive such requirement in accordance with Section 7.12(b) without such subsidiaries becoming Guarantors hereunder10.01, provided for in the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock case of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent single Acquisition or any related series of a Joinder AgreementAcquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, in each case under this clause (i), on an opinion or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability dated as of the documentation referred to above date of delivery of such Joinder Agreements (and other Loan Documents) provided for in a customary manner), all of which shall be reasonably satisfactory this Section 6.14 and addressed to the Administrative Agent, in form and such other information required in order for substance acceptable to the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements.Agent; (biv) Subject the documents described in Sections 4.01(a)(iii), (iv), (vii), (xii), (xiii), (xx), (xxi) and (xxii) with respect to Section 5.12(csuch Restricted Subsidiary; and (v) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery evidence satisfactory to the Administrative Agent that all taxes, filing fees, recording fees and other related transaction costs have been paid. In addition, such Subsidiary shall also comply with Section 7.16 (in the case of a Joinder Agreement not later than thirty Silo Subsidiary), Section 7.17 (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agentcase of a Dual Subsidiary), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirementsSection 7.20. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Additional Subsidiaries. Within thirty (a30) Subject to Section 5.12(c) below, as a condition to the inclusion of Business Days after any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States Borrower, which is created or acquired after the District Closing Date, engages in any business operations or owns assets with a fair market value in excess of Columbia$50,000, cause to become a Guarantor hereunder through the execution be executed and delivery delivered to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i) duly executed Collateral Agreements and Guaranty Agreements (or joinders thereto), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions instruments and documents and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability items of the documentation referred type required to above in a customary mannerbe delivered pursuant to Section 6.2(c), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and such other information as may be required in order for by the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. obtain a first priority perfected security interest in all personal property of such Subsidiary (b) Subject subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor Permitted Liens); provided that if such Subsidiary is a U.S. PersonForeign Subsidiary of the Borrower, other than a U.S. Person substantially all of whose assets are one (a) such Foreign Subsidiary shall not be required to execute or more Foreign Subsidiariesjoin the Collateral Agreement or the Guaranty Agreement, or at any time that any Immaterial Subsidiary becomes a Material Subsidiaryto otherwise guaranty the Obligations hereunder, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case and (b) the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery pledge to the Administrative Agent of a Joinder Agreement not later no more than thirty sixty-five percent (3065%) days after such acquisition, incorporation or other creation (or such longer period greater percentage which would not result in material adverse tax consequences to the Borrower) of the capital stock or other equity interests of such Foreign Subsidiary; and (iii) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such Collateral Agreements and Guaranty Agreements (or joinders thereto) and such other documents and closing certificates as may be agreed to in writing requested by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which . The Borrower shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to notify the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade Rating, the Borrower shall within ten (10) Business Days (or such later date as agreed after the occurrence thereof, of the acquisition of any property by the Administrative Agent) after such occurrence cause such Borrower or any Subsidiary that is of the same type and character of the Collateral subject to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained any Security Document, but that is not subject to the contraryexisting Security Documents (including pursuant to any after-acquired property provisions thereof), any Person's becoming a Subsidiary and any other event or condition that may require additional action of any nature in order to preserve the foregoing provisions shall not apply to effectiveness and perfected status of the REIT Guarantor, which may only be released upon liens and security interests of the written approval of Lenders and the Administrative Agent and all of with respect to such property pursuant to the LendersSecurity Documents.

Additional Subsidiaries. In the event that, after the date hereof, the Parent, the Borrower or any Subsidiary creates any new Subsidiary or acquires a new Subsidiary in accordance with §10.5.1 or otherwise or in the event that the Borrower exercises its option to purchase the remaining Capital Stock of RAM and the Austin Partnership pursuant to the Sxxxxxxx Definitive Agreement, (a) Subject to Section 5.12(csuch new Subsidiary or (as the case may be) below, as a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor RAM and the Borrower shall (i) cause (Austin Partnership shall, concurrently with such event or as applicable) (x) the Subsidiary that owns such Unencumbered Propertysoon as practicable thereafter, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution execute and delivery deliver to the Administrative Agent an instrument of a Joinder Agreement (it being understood for the avoidance of doubt thatjoinder and accession, notwithstanding anything in this Agreement form and substance reasonably satisfactory to the contraryAdministrative Agent, Subsidiaries organized under pursuant to which such Person shall join the laws of Canadaapplicable Security Documents as if such Person was an original signatory thereto, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (yb) each the Parent, the Borrower, the applicable Subsidiary that is not a Loan Party and/or such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall deliver such other than an Excluded Subsidiary) that ownsinstruments and documents, directly or indirectlyincluding without limitation Perfection Certificates, any UCC financing statements and stock certificates representing all of the issued and outstanding Capital Stock of any such new Subsidiary which becomes a guarantor or (as the case may be) RAM and the Austin Partnership with accompanying stock powers duly executed in blank, in each case required to be executed or delivered pursuant to clause such Security Documents in order to grant to or maintain the Administrative Agent’s first priority perfected security interest in and to the assets of and the Capital Stock issued by such Person. Further, contemporaneously with the formation or acquisition of such new Subsidiary or the exercise of the option to purchase the remaining Capital Stock of RAM and the Austin Partnership, the Parent, the Borrower, the applicable Subsidiary and/or such new Subsidiary or (xas the case may be) above to become a Guarantor hereunder through RAM and the execution and delivery Austin Partnership shall execute and/or deliver to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability furtherance of the intent of this §9.15, including without limitation an updated Schedule 8.19 hereto and documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) type required to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing supplied by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor ceases to have an Investment Grade RatingParent, the Borrower shall within ten (10) Business Days (or such later date and the Subsidiaries as agreed by the Administrative Agent) after such occurrence cause such Subsidiary to become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained condition precedent to the contraryinitial Loans made hereunder pursuant to §12, as applicable to such new Subsidiary or Permitted Acquisition or (as the foregoing provisions shall not apply to case may be) RAM and the REIT Guarantor, which may only be released upon the written approval of the Administrative Agent and all of the LendersAustin Partnership.

Additional Subsidiaries. Give the Administrative Agent prompt written notice of the creation, establishment or acquisition, in any manner, of any Material Subsidiary not existing on the Closing Date. Subject to the last sentence of this Section 6.12, the Company or a Material Domestic Subsidiary, as appropriate, (a) Subject to Section 5.12(c) below, as shall execute a condition to the inclusion of any Real Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder) and (y) each Subsidiary that is not a Loan Party (other than an Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Pledge Agreement, in each case under this clause (i), on the form of Exhibit E-1 or before the date on which an Unencumbered Property owned by any such Subsidiary is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation E-2 hereto (or such longer period other agreement as may shall be agreed to in writing required by the Administrative Agent), as applicable, with respect to (i) all of the shares of capital stock or other ownership interest of each Subsidiary which is or becomes a Material Domestic Subsidiary and (ii) not more than 65% of the capital stock of each First-Tier Subsidiary of such Person which is or becomes a Material Non-Domestic Subsidiary, (b) shall cause each Subsidiary of such Person which is a Material Domestic Subsidiary to execute amendments with respect to the Guaranty and the Security Agreement, pursuant to which such Subsidiary becomes a “Guarantor” and “Grantor” under the Guaranty and the Security Agreement, respectively, (c) shall deliver an opinion of counsel, (i) simultaneously with the delivery of any Pledge Agreement executed pursuant to clause (a)(i) above and (ii) within 60 days of the delivery of any Pledge Agreement executed pursuant to clause (a)(ii) above, that such Pledge Agreement is valid and enforceable in the jurisdiction of formation of such Material Domestic Subsidiary to deliver such other documentation and Material Non-Domestic Subsidiary, as the Administrative Agent case may reasonably request be, provided that if such opinion, in connection with the foregoingdelivery of any Pledge Agreement executed pursuant to clause (a)(ii) above, includingcannot be provided, without limitation, certified resolutions and other organizational and authorizing documents of the Company or such Material Non-Domestic Subsidiary, favorable opinions of counsel to such Material Subsidiary (which as appropriate, shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall execute any additional documents that may be reasonably satisfactory to the Administrative Agent, and such other information required in order for to perfect the Administrative Agent lien granted by such Pledge Agreement in such jurisdiction and the Lenders to comply enable such counsel to deliver an acceptable opinion with PATRIOT Act, OFAC, the Beneficial Ownership Regulation respect thereto and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwised) with respect to the pledge of capital stock or other ownership interest of any Indebtedness Material Domestic Subsidiary that is Recourse Debt or a “certificated security” within the Indebtedness meaning of another Loan Party (as a guarantorSection 8-102(a)(4) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing DateUniform Commercial Code, deliver certificates and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) (or simultaneously with the release hereunder will be released from liability powers with respect to such Indebtedness). In interests duly endorsed in blank, and, in the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation of uncertificated interests, to become a Guarantor pursuant the extent the Administrative Agent’s Lien therein is not already perfected by the filing of the UCC-1 financing statements referred to in Section 5.12(a5.01(c) or Section 5.12(bhereof, additional UCC-1 financing statements; in the case of both (a), such Subsidiary becomes obligated on any Recourse Debt or the Indebtedness of another Loan Party (as a guarantorb) or the REIT Guarantor ceases to have an Investment Grade Ratingand (d), the Borrower shall within ten (10) Business Days (after the creation, establishment or acquisition of such later date Material Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers and other documents as agreed by are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the Closing Date, or as the Administrative Agent may request, each in form and substance satisfactory to the Administrative Agent) after such occurrence cause such . In no event shall the Company be required to pledge any of the assets of a Subsidiary to become of the Company that is a Guarantor under controlled foreign corporation, as defined in Section 5.12(a) or Section 5.12(b957(a) of this Agreement to execute and deliver the documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained Code, including, but not limited to the contrary, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the written approval stock of any Subsidiary of the Administrative Agent and all of the LendersCompany held directly or indirectly by any such Subsidiary.