Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder; provided that any Foreign Subsidiary will not be required to become an “Additional Subsidiary Guarantor” hereunder if Agent does not require the same as part of its approval of an International Investment being included as an Unencumbered Asset Pool Property. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Additionally, notwithstanding anything to the contrary contained herein, for any Foreign Subsidiary which is required by Agent to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Foreign Subsidiary to execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the enforceability and collectability of such Guaranty (including, any judgment arising thereunder) against any such Foreign Subsidiary in its jurisdiction of organization, the jurisdiction in which Real Estate or other assets owned by such Foreign Subsidiary are located and in such other jurisdictions as the Agent may reasonably require (each an “Approved Foreign Guaranty”). Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder AgreementAgreement or Approved Foreign Guaranty, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. In the event that the The Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool will take, and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall will cause each such Subsidiary of its Subsidiaries (other than Unrestricted Subsidiaries and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that directly are Foreign Subsidiaries or indirectly owns or that provides services FSHCOs, to the Real Estate similar extent provided in subsection (d) below) to those provided by QTS Metro TRS at the Metro Property or which receives consideration take, such actions from a tenant or licensee of such Real Estate, time to execute and deliver time as shall be necessary to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary ensure that all Subsidiaries of the Borrower shall constitute a Material Subsidiary(other than Unrestricted Subsidiaries and Excluded Subsidiaries, the Borrower shall cause such Subsidiaryexcept, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documentsExcluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements extent provided in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional subsection (d) below) are Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a GuarantorGuarantors. Without limiting the generality of the foregoing, each if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be in compliance with the representations contained in §6.30applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, which may not be waived without the written consent incumbency of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consentsofficers, opinions of counsel and other documents and instruments as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent may or the Collateral Agent shall have reasonably requirerequested.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Wholly Owned Subsidiary of the Borrower shall constitute that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Material SubsidiaryQualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, or that Real Estate that is subject to an Intercompany Loan which loan is owned by a Wholly Owned Subsidiary of Borrower be included as an Unencumbered Pool Property, the Borrower shall cause such Subsidiary, as a condition thereto, in addition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinthe requirements of §7.20, cause each such Wholly Owned Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary that becomes a Subsidiary Guarantor shall not be specifically authorized, in accordance with restricted by its respective organizational documents, to guarantee the Obligations documents and the Hedge Obligations and become applicable law from serving as a party to the Contribution AgreementGuarantor hereunder. Parent Company The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition that is an Unencumbered Pool Asset Owner or owner of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lenderan Intercompany Loan. In connection with the delivery of any Guarantor such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Each Guarantor shall be organized under the laws of a State within the United States and shall have its principal place of business in the United States, except that a Guarantor which owns an Unencumbered Pool Property in Canada may be organized under the laws of a Canadian province. In the event that a Guarantor is organized under the laws of a Canadian province, Borrower shall, as a condition to such Person becoming a Guarantor, cause such Guarantor to enter into such additional agreements as Agent may reasonably require as a result of such Guarantor not being organized under the laws of a State within the United States.

Additional Subsidiary Guarantors. In The Company will cause any Subsidiary that guarantees or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, to enter into the event Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Borrower shall request Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that certain Real Estate the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool such Person and such Real Estate is approved for inclusion in the Unencumbered Asset Pool enforceable in accordance with the terms hereofits terms, Parent Company shall cause each such Subsidiary (and any entity having except as an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee enforcement of such Real Estateterms may be limited by bankruptcy, to execute insolvency, fraudulent conveyance and deliver to Agent a Guarantor Joinder Agreementsimilar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall constitute not be deemed to be a Material SubsidiaryPerson that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Borrower shall cause Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such SubsidiaryBank Credit Agreement and (ii) is not obligated for, as a condition to or does not otherwise guaranty, any other Person’s obligations under such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Bank Credit Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor . (b) The definition of “Bank Credit Agreement” shall be specifically authorized, in accordance with its respective organizational documents, to guarantee and is hereby amended by deleting such definition and substituting the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.following therefor:

Additional Subsidiary Guarantors. In As and to the event extent that the (i) Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower be included as an Unencumbered Property in connection with the Unencumbered Asset Pool request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion in the as an Unencumbered Asset Pool Property in accordance with the terms hereofhereof or (ii) any Wholly-Owned Subsidiary of the Borrower becomes a borrower or a guarantor of, Parent Company or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in each case, Borrower shall cause each such Subsidiary (and any entity having an interest in such each other Subsidiary of Parent Company unless not required by the Agent) that directly is a Direct Owner or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary Indirect Owner thereof to execute and deliver to Agent a Joinder AgreementAgreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunderhereunder and to execute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by the Agent and each Lender in order for Agent or such Lender to comply with applicable “know your customer” and Anti-Money Laundering Laws with respect to such Person shall have been received and the Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become be a party to the Contribution AgreementSubsidiary Guarantor hereunder. Parent Company Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Subsidiary Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, from and after the schedules to this Agreement shall be updated to reflect the addition of date such Subsidiary as executes and delivers a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each LenderJoinder Agreement. In connection with the delivery of any Guarantor such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a (a) If at any time any Wholly-Owned Domestic Subsidiary of Parent Company be included in the Unencumbered Asset Pool U.S. Borrower is created, established or acquired and such Real Estate Wholly Owned Domestic Subsidiary is approved (or would have been if at such time it had been a Wholly Owned Domestic Subsidiary of the U.S. Borrower), on the last day of the most recently ended Test Period for inclusion which financial statements have been or are required to have been delivered pursuant to Section 7.1(a) or (b), as applicable, a Material Subsidiary (with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, establishment or acquisition), the U.S. Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will as promptly as practicable, and in any event within sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Unencumbered Asset Pool Subsidiary Guaranty Agreement in accordance with the terms hereofof the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the U.S. Borrower determines in good faith, Parent Company (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the U.S. Borrower shall cause each such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(a) as if the respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary. (and any entity having an interest in such Subsidiary b) If, on the date of Parent Company unless not required delivery by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee U.S. Borrower of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the financial statements required to be delivered pursuant to Sections 7.1(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the U.S. Borrower shall constitute that is not a Subsidiary Guarantor at such time would, as of the last day of the fiscal quarter or fiscal year for which such financial statements are required to be delivered, qualify as a Material Subsidiary, then the U.S. Borrower shall cause such Subsidiarywill, within 10 Business Days notify the Administrative Agent thereof and, as a condition to such Subsidiary’s becoming a guarantor promptly as practicable, and in any event within sixty days after the date of delivery (or other obligor with respect to such other Unsecured Debt described thereinrequired date of delivery, if earlier) of the respective financial statements, cause each Wholly Owned Domestic Subsidiary of the U.S. Borrower (other than such Wholly-Owned Domestic Subsidiaries as will not constitute Material Subsidiaries after the taking of the actions required by this Section 7.12(b)) to take all actions required for such Wholly-Owned Domestic Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the U.S. Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(b)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall further cause all representations, covenants not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and agreements in the Loan Documents with respect until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of this Section 7.12(b)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and Guarantors which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be true and correct with respect made in good faith on a pro forma basis to each such Additional Subsidiary Guarantorgive effect to the respective transfers of assets), and if the schedules U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the U.S. Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to this Agreement shall be updated constitute Immaterial Subsidiaries) to reflect the addition of such become Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance Guarantors and to comply with the representations contained in §6.30provisions of this Section 7.12(b) as if the respective transferee were a Material Subsidiary on the last day of the respective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 7.1(a) or (b), which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireapplicable.

Additional Subsidiary Guarantors. In the event (a) The Company shall not permit any Restricted Subsidiary that the Borrower shall request that certain Real Estate of is not a Subsidiary Guarantor to guarantee the payment of Parent any Indebtedness of the Company be included unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture substantially in the Unencumbered Asset Pool and such Real Estate is approved form of Exhibit D hereto, providing for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such a Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Guarantee of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause Notes by such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor Restricted Subsidiary and (B) with respect to any guarantee of subordinated indebtedness by a Restricted Subsidiary, any such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor guarantee shall be specifically authorized, in accordance with its respective organizational documents, subordinated to guarantee the Obligations and the Hedge Obligations and become a party such Restricted Subsidiary's Subsidiary Guarantee; (ii except to the Contribution Agreement. Parent extent contemplated by Section 10.05 hereof, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such or any other Restricted Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery result of any Guarantor Joinder Agreement, payment by such Restricted Subsidiary under its Subsidiary Guarantee until such time as the Borrower obligations guaranteed thereby are paid in full; and (ii such Restricted Subsidiary shall deliver to the Agent Trustee an Opinion of Counsel to the effect that such organizational agreementsSubsidiary Guarantee has been duly executed and authorized and constitutes a valid, resolutionsbinding and enforceable obligation of such Restricted Subsidiary, consentsexcept insofar as enforcement thereof may be limited by bankruptcy, opinions insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and other documents except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary of the Company and instruments (y) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company. (b) The Company may from time to time, at its option, nominate any Restricted Subsidiary as an additional Subsidiary Guarantor. Any such Restricted Subsidiary shall execute and deliver a supplemental indenture to this Indenture agreeing to guarantee the Notes. At the election of the Company, such Subsidiary Guarantee may contain such release provisions as the Agent Company may reasonably requiredeem appropriate (including, without limitation, release provisions of the type in paragraph (c) below). (c) Notwithstanding the foregoing paragraph (a) and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.07 may, at the election of the Company, provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale or other disposition of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (ii the merger of such Restricted Subsidiary into the Company or any other Restricted Subsidiary (provided the surviving Restricted Subsidiary assumes the Subsidiary Guarantee) or the liquidation and dissolution of such Restricted Subsidiary; or (ii the release or discharge of the guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such guarantee. (d) Unless specified to the contrary in a supplemental indenture hereto, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.07 shall be deemed to provide for the release and discharge thereof as contemplated by Sections 4.07(c) and 10.04 hereof.

Additional Subsidiary Guarantors. In the event that the The Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Material Domestic Subsidiary of the Borrower (other than an SPV) to become a Guarantor and to Guarantee the Obligations pursuant to the Guaranty and shall constitute execute or shall cause to be executed on the date any Person becomes a Material Subsidiary, Domestic Subsidiary of the Borrower shall cause (other than an SPV and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Material Domestic Subsidiary shall become a Subsidiary Guarantor hereunderGuarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate organizational resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. Each If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such Additional Subsidiary Guarantor shall be specifically authorizedperiod, or (c) the total revenue of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty, determined on a consolidated basis with their respective Subsidiaries, exceeds 20% of the consolidated total revenue of the Borrower and its Subsidiaries for the four consecutive fiscal quarters most recently ended, then, in accordance each case, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with its respective organizational such other documents, to guarantee opinions and information as the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents Administrative Agent may require) with respect to additional Domestic Subsidiaries to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantorextent necessary so that, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreementafter giving effect thereto, the Borrower shall deliver to the Agent such organizational agreementsthreshold levels in clauses (a), resolutions, consents, opinions (b) and other documents and instruments as the Agent may reasonably require(c) above are not exceeded.

Additional Subsidiary Guarantors. In (i) If at any time a member of the event Senior Management Team of the Company has actual knowledge that the Borrower shall request that certain Real Estate aggregate assets of a all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Parent Consolidated Domestic Assets of the Company be included in and its consolidated Domestic Subsidiaries (other than the Unencumbered Asset Pool and such Real Estate is approved for inclusion in SPVs), as calculated by the Unencumbered Asset Pool in accordance with Company, the terms hereof, Parent Company shall cause each such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (and 30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any entity having an interest in such time (x) any Domestic Subsidiary of Parent the Company unless which is not required by a Subsidiary Guarantor guaranties any Indebtedness under the AgentDutch Credit Agreement or (y) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower shall constitute for which such Borrower is a Material Subsidiaryprimary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Borrower Company shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall an executed Supplement to become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorizedand appropriate corporate resolutions, opinions and other documentation in accordance with its respective organizational documents, to guarantee the Obligations form and the Hedge Obligations and become a party substance reasonably satisfactory to the Contribution Agreement. Parent Company shall further cause all representationsAdministrative Agent in connection therewith, covenants such Supplement and agreements in the Loan Documents with respect other documentation to be delivered to the Borrower and Guarantors Administrative Agent prior to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection or concurrently with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirein its sole discretion).

Additional Subsidiary Guarantors. In the event that at any time after the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material SubsidiaryRestatement Effective Date, the Borrower shall acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will promptly, but in any event no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or created (or such longer period to which the Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a condition guarantor thereunder, and (b) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Subsidiary’s becoming Domestic Subsidiary is, or will be, a guarantor or other obligor party, together with respect to such other Unsecured Debt described thereincorporate documentation and an opinion of counsel (which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, cause in each such Subsidiary case, in form and substance satisfactory to execute and deliver to Agent the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Joinder Agreement, and such Domestic Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall not be specifically authorized, in accordance with its respective organizational documents, required to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representationsSubsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, covenants and agreements in the Loan Documents (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Non-Guarantor Subsidiaries”), (1) the Borrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Borrower and Guarantors to be true its Subsidiaries consolidated for the most recently completed fiscal year; and correct (ii) any special purpose entity created or acquired in connection with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement any Permitted Securitization Transaction shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver required to become a party to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSubsidiary Guaranty.

Additional Subsidiary Guarantors. In the event that the The Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool will take, and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall will cause each of its Subsidiaries (other than Excluded Subsidiaries) to take, such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) actions from time to time as shall be necessary to ensure that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary all Subsidiaries of the Borrower shall constitute a Material Subsidiary, (other than Excluded Subsidiaries) are Subsidiary Guarantors not later than the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantortimes set forth herein. Without limiting the generality of the foregoing, each if any Group Company shall form or acquire any new Subsidiary (other than an Excluded Subsidiary), or if any Excluded Subsidiary shall cease to be an Excluded Subsidiary, the Borrower, as soon as practicable and in any event within thirty (30) days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after such formation, acquisition or cessation, will provide the Collateral Agent with notice of such formation, acquisition or cessation and the Borrower will cause such Subsidiary to: (i) within thirty (30) days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after such formation, acquisition or cessation, (A) execute an Accession Agreement pursuant to which such Subsidiary shall agree to become a “Subsidiary Guarantor” under the Guaranty; a “Subsidiary Guarantor” under the Security Agreement; and a “Subsidiary Guarantor” under the Pledge Agreement; and/or an obligor under such other Collateral Documents as may be in compliance with applicable to such new Subsidiary and (B) take all actions required to be taken by such Collateral Documents to perfect the representations contained in §6.30Liens granted thereunder; and (ii) deliver such proof of organizational authority, which may not be waived without the written consent incumbency of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consentsofficers, opinions of counsel and other documents and instruments as is consistent with those delivered by each Loan Party pursuant to Section 4.01 of this Agreement on the Closing Date or as the Administrative Agent may or the Collateral Agent shall have reasonably requirerequested in order to evidence compliance with this Section 6.12.

Additional Subsidiary Guarantors. In Notify the event Administrative Agent at any time that Borrower will be adding a Project to the Borrower pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall request that certain Real Estate of a Subsidiary of Parent Company be included in the pool of Qualified Unencumbered Properties upon delivery of the following to Administrative Agent: (i) Description of such Project; (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Pool and Value, (2) the value or NOI of such Real Estate is approved for inclusion Project used in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest calculations in such pro forma Compliance Certificate, (3) the name of the owner of all or any portion of such Project (which must be a Wholly Owned Subsidiary as of Parent Company unless not required by the Agentdate on which it is added as a Qualified Unencumbered Property), (4) the date on which such Project shall become a Qualified Unencumbered Property (the “Addition Date”), which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that directly or indirectly owns or there exists no Event of Default under this Agreement and that provides services the addition of such Project shall not result in any such Event of Default; and (iii) A title report respecting such Project dated not more than fifteen (15) days prior to the Real Estate similar date such Project will be added to those provided by QTS Metro TRS at such pool of Qualified Unencumbered Properties and, except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within one (1) year prior to the Metro Property or which receives consideration from date such Project will be added to such pool of Qualified Unencumbered Properties, a tenant or licensee Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The effective date of the addition of such Real Estate, Project to execute and deliver to Agent the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material SubsidiaryLoan Party, the Borrower shall shall, within ten (10) days after the Addition Date, (a) cause such Subsidiary, as a condition owner to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations by executing and the Hedge Obligations and become a party delivering to the Contribution Agreement. Parent Company Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall further cause all representations, covenants deem appropriate for such purpose and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) for such organizational agreementsPerson, resolutionstogether with favorable opinions of counsel to such Person (which shall cover the legality, consentsvalidity, opinions binding effect and enforceability of the documentation referred to in clause (a) and such other documents matters as may be reasonably required by the Administrative Agent), in each case in form and instruments as substance similar to those delivered on the Agent may reasonably requireClosing Date.

Additional Subsidiary Guarantors. In As contemplated by the event that Revolving Credit Agreement, new Subsidiaries (other than a CFC or Transparent Subsidiary (each as defined in the Revolving Credit Agreement) or Financing Subsidiary) of the Borrower shall request formed or acquired by the Borrower after the date hereof, Subsidiaries of the Borrower that certain Real Estate of a Subsidiary of Parent Company be included after the date hereof cease to constitute Florida Sidecar Subsidiaries (as defined in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in Revolving Credit Agreement), CFCs, Transparent Subsidiaries or Financing Subsidiaries under the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, CFC or Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto; provided, however, that, notwithstanding any provision to the contrary in this Agreement or any Debt Document, no CFC or Transparent Subsidiary will be required to become a “Subsidiary Guarantor”. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become an a “Additional Subsidiary Guarantor” hereunderand an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in the event any Subsidiary Section 2 as of the Borrower date of such Guarantee Assumption Agreement and shall constitute a Material Subsidiary, be permitted to update the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor Annexes with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSubsidiary.

Additional Subsidiary Guarantors. In As contemplated by Section 5.08 of the event that the Borrower shall request that certain Real Estate of Revolving Credit Agreement, new Subsidiaries (other than a Financing Subsidiary, a CFC, a Subsidiary of Parent Company be included in a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or a Subsidiary of a Transparent Subsidiary) of the Unencumbered Asset Pool and such Real Estate is approved for inclusion in Borrower formed or acquired by the Unencumbered Asset Pool in accordance with Borrower after the terms date hereof, Parent Company shall cause each such existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs, Subsidiaries of a CFC, Immaterial Subsidiaries, Transparent Subsidiaries or Subsidiaries of a Transparent Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by under the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC, a Subsidiary of a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or a Subsidiary of a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become an a “Additional Subsidiary Guarantor” hereunderand an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in the event any Subsidiary Section 2 as of the Borrower date of such Guarantee Assumption Agreement and shall constitute a Material Subsidiary, be permitted to update the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor Annexes with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSubsidiary.

Additional Subsidiary Guarantors. In (a) Notify the event Administrative Agent at the time that the Borrower shall request any Person becomes a Domestic Subsidiary (other than an Excluded Domestic Subsidiary or an Immaterial Subsidiary) or any Domestic Subsidiary that certain Real Estate of is not a Subsidiary Guarantor hereunder shall cease to be an Excluded Domestic Subsidiary or an Immaterial Subsidiary, or the Subsidiaries included as Immaterial Subsidiaries exceed clause (ii) of Parent Company be included the proviso of such definition, and promptly thereafter (and in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereofany event within 30 days), Parent Company shall cause each such Subsidiary (and any entity having that is not an interest in Excluded Domestic Subsidiary or an Immaterial Subsidiary, or such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services Subsidiaries as shall be necessary to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of satisfy such Real Estatedefinition, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall (x) become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations by executing and the Hedge Obligations and become a party delivering to the Contribution Agreement. Parent Company Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each deem appropriate for such Additional Subsidiary Guarantorpurpose, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall (y) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and favorable opinions of counsel to such organizational agreementsPerson (which shall cover, resolutionsamong other things, consentsthe legality, opinions validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Notify the Administrative Agent at the time that any Immaterial Foreign Subsidiary hereunder shall cease to be an Immaterial Foreign Subsidiary, or the Foreign Subsidiaries included as Immaterial Foreign Subsidiaries exceed clause (ii) of the proviso of such definition, and promptly thereafter (and in any event within 30 days), cause such Foreign Subsidiary that is not an Immaterial Foreign Subsidiary, or such Foreign Subsidiaries as shall be necessary to satisfy such definition, to (x) become a Foreign Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the applicable Foreign Subsidiary Guaranty or such other documents and instruments document as the Administrative Agent may shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably requiresatisfactory to the Administrative Agent.

Additional Subsidiary Guarantors. In the event (a) Cause each Subsidiary that is not a Guarantor and is a Direct Owner with respect to any Loan Asset that the Borrower shall request wants to include in the calculation of the Aggregate Borrowing Base Amount to become a Guarantor hereunder, and each other Subsidiary that certain Real Estate is an Indirect Owner of a Subsidiary Direct Owner of Parent Company be included in such Loan Asset to become a Guarantor hereunder and a Pledgor under the Unencumbered Asset Pool and such Real Estate is approved for inclusion in Pledge Agreement. In connection therewith the Unencumbered Asset Pool in accordance Borrower shall: (i) provide the Administrative Agent with the terms hereof, Parent Company shall cause U.S. taxpayer identification number for each such Subsidiary Subsidiary; (ii) provide the Administrative Agent and any entity having an interest each Lender with all documentation and other information that the Administrative Agent or such Lender requests in such Subsidiary of Parent Company unless not required by order to comply with its obligations under applicable “know your customer” rules and regulations and Anti-Money Laundering Laws, including the AgentAct; (iii) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder joinder agreement to the Guaranty and, if applicable, the Pledge Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorizedin each case, in accordance with its respective organizational documents, to guarantee the Obligations form and the Hedge Obligations and become a party substance satisfactory to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect Administrative Agent, (iv) deliver to the Borrower and Guarantors to be true and correct Administrative Agent the New Guarantor Deliverables with respect to each such Additional Subsidiary; and (v) take all actions that the Administrative Agent reasonably deems necessary or desirable to cause the Liens created by the Pledge Agreement in the Equity Interests and other Collateral of each such Subsidiary to be first priority, perfected Liens (subject only to Permitted Equity Encumbrances) in accordance with all applicable Laws. Without limitation of the foregoing, the Borrower further agrees to cause each of its Subsidiaries that owns any Collateral (including any Division Successor that owns such Collateral as the result of a Division) to become, on or before its ownership of such Collateral, (x) a Guarantor by executing a joinder agreement to the Guaranty in form and substance reasonably satisfactory to the Administrative Agent and (y) a Pledgor under the Pledge Agreement by executing a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, and to provide to the Administrative Agent the items listed in, and take any actions required by, clauses (i) through (v) above with respect to such Subsidiary. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent with respect to any Subsidiary are not satisfactory in all respects to the Administrative Agent, such Subsidiary shall not be permitted to become a Guarantor, and for the schedules to this Agreement shall be updated to reflect the addition avoidance of such Subsidiary as a Guarantor. Without limiting the foregoing, each doubt no Loan Asset owned by such Subsidiary shall be an Eligible Loan Asset or a Borrowing Base Asset or included in compliance with the representations contained calculation of the Aggregate Borrowing Base Amount unless the Administrative Agent has consented thereto in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirewriting.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent The Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall will cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary which becomes an obligor, co-obligor or guarantor in respect of Debt under the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition Bank Credit Agreement to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with becoming an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement. Parent Company shall further cause all representations, covenants and agreements ) the following items: (a) a supplement to the Subsidiary Guaranty in the Loan Documents form of Exhibit A to the Subsidiary Guaranty (a “Guaranty Supplement”); (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Borrower and Guarantors to Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be true and correct with respect in-house counsel for the Company) addressed to each such Additional Subsidiary Guarantor, and of the schedules to this Agreement holders of the Notes which opinion shall be updated satisfactory to reflect the addition Required Holders, to the effect that the Guaranty Supplement entered into by such Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Anything in this Section 9.8 to the contrary notwithstanding, a Guarantor. Without limiting Foreign Subsidiary that becomes a borrower under the foregoingBank Credit Agreement shall not be deemed to be an obligor, each guarantor or co-obligor of obligations existing under the Bank Credit Agreement for purposes of this Section 9.8 if such Subsidiary shall be in compliance with have no obligations under the representations contained in §6.30, which may not be waived without Bank Credit Agreement or any other agreement or instrument for the written consent of each Lender. In connection with the delivery repayment of any Guarantor Joinder Agreement, the Borrower shall deliver Debt outstanding thereunder (whether upon default by any party to the Agent Bank Credit Agreement or otherwise) other than (1) Debt directly borrowed by such organizational agreements, resolutions, consents, opinions and Subsidiary or (2) Debt of any other documents and instruments as Foreign Subsidiary which Subsidiary shall also satisfy the Agent may reasonably requireconditions of this sentence.

Additional Subsidiary Guarantors. (a) In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower be included in as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Pool and such Real Estate is approved for inclusion Value, Borrower shall as a condition thereto, in addition to the Unencumbered Asset Pool in accordance with the terms hereofrequirements of §7.22, Parent Company shall cause each such Subsidiary (and any entity other Subsidiary of Borrower having an interest in such Subsidiary of Parent Company unless not required by the AgentBorrower) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary (and any such other Subsidiary) shall become an “Additional a Subsidiary Guarantor” Guarantor hereunder. In addition, in the event any Subsidiary of or the Borrower shall constitute a Material SubsidiarySubsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documentsdocuments and applicable law, to guarantee the Obligations and the Hedge Obligations and become be a party to the Contribution AgreementGuarantor hereunder. Parent Company Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lenderor other entity. In connection with the delivery of any Guarantor such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Each Subsidiary of Borrower that owns Real Estate included as an Unencumbered Property (and each other Subsidiary of Borrower having an interest in such Subsidiary of Borrower) shall be organized under the laws of a State and shall have its principal place of business in a State, consistent with the requirements of §7.2. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release (or such shorter period as the Agent may accept) together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT, which may only be released upon the written approval of Agent and all of the Lenders. (c) Notwithstanding the terms of §5.2(a), from and after any date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the Credit Agreement, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute the Guaranty in the form of the Guaranty as then in effect (or if the Guaranty is not in effect, then as last in effect, with such modifications thereto as may be reasonably required by Agent to describe the obligations to be guaranteed) and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT to be released from the Guaranty. If at any time during which the Borrower has an Investment Grade Rating the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Guarantor by executing a Guaranty in the form of the Guaranty as then in effect (or if the Guaranty is not in effect, then as last in effect, with such modifications thereto as may be reasonably required by Agent to describe the obligations to be guaranteed) and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and comply with the provisions of §5.2 (a) as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt regardless of whether Borrower has obtained an Investment Grade Rating. (d) Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (a) of the definition of Material Subsidiary are not required to be a Subsidiary Guarantor pursuant to §5.2(c), then the Unencumbered Properties owned by such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and considered in the calculation of Unencumbered Asset Value and Unencumbered Property Debt Yield) provided that the representations and warranties in this Agreement with respect to Unencumbered Property Subsidiaries continue to be true and correct in all material respects, and the Borrower and such Unencumbered Property Subsidiaries continue to comply with the provisions and covenants applicable to Unencumbered Property Subsidiaries (or such provisions and covenants shall be applicable to such Persons and shall be complied with, as applicable).

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall (a) The Obligors will cause each such of their Subsidiaries (other than Excluded Subsidiaries) to enter into the Subsidiary Guaranty as required under Section 4.10. Further, the Obligors will cause each of their Subsidiaries (and any entity having an interest in such other than Excluded Subsidiaries) first formed or acquired after the date hereof to enter into the Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute Guaranty and deliver to Agent a Guarantor Joinder Agreementeach of the holders of the Notes (promptly, and in any event within 30 days after the formation or acquisition of such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, Subsidiary) the following items: (i) a joinder agreement in the event any Subsidiary respect of the Borrower shall constitute Subsidiary Guaranty; (ii) a Material Subsidiarycertificate signed by an authorized Responsible Officer of the Obligors making representations and warranties to the effect of those contained in Sections 5.4, the Borrower shall cause such Subsidiary5.6 and 5.7, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (iii) a certificate of the Secretary (or other Unsecured Debt described thereinappropriate officer) of the new Subsidiary Guarantor as to due authorization, cause charter documents, board resolutions and the incumbency of officers; (iv) an opinion of counsel (who may be in-house counsel for the Obligors) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, enforceable in accordance with its respective organizational documentsterms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (v) a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor; and (vi) (to guarantee the Obligations and the Hedge Obligations and become extent not already a party to the Contribution Intercreditor Agreement. Parent Company shall further cause all representations), covenants and agreements in the Loan Documents with respect a joinder to the Borrower and Guarantors to be true and correct with respect to Intercreditor Agreement signed by each such Additional Subsidiary Guarantor, and of the schedules to this Agreement shall be updated to reflect holders of Debt for borrowed money of the addition Obligors which is a beneficiary of a Guaranty of such Subsidiary as a Guarantor. Without If any Subsidiary that had previously been an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Obligors will within 30 days thereafter cause such Subsidiary to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes all of the documents required in clauses (i)-(vi) of this Section 9.5(a). (b) In addition to, and without limiting the foregoingrequirement in Section 9.5(a), the Obligors will cause any Subsidiary which is required by the terms of the Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of an Obligor is outstanding) to become a party to, or otherwise guarantee, Debt outstanding under the Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and deliver to each such Subsidiary shall be in compliance of the holders of the Notes (concurrently with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery incurrence of any Guarantor Joinder Agreement, the Borrower shall deliver such obligation pursuant to the Agent Bank Credit Agreement or such organizational agreements, resolutions, consents, opinions and other agreement) all of the documents and instruments as the Agent may reasonably requirerequired in clauses (i)-(vi) of paragraph (a) above.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a The Company will cause any Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate which is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly terms of the Bank Credit Agreement to become a party to, or indirectly owns or that provides services to otherwise guarantee, Debt in respect of the Real Estate similar to those provided by QTS Metro TRS at the Metro Property Bank Credit Agreement or which receives consideration from becomes a tenant party to, or licensee otherwise guaranties, any other Debt of such Real Estatethe Company, to execute enter into the Subsidiary Guaranty and deliver to Agent a Guarantor Joinder Agreement, Prudential and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the Borrower shall constitute a Material Subsidiary, holders of the Borrower shall cause Notes (concurrently with the incurrence of any such Subsidiary, as a condition obligation pursuant to such Subsidiary’s becoming a guarantor the Bank Credit Agreement or other obligor with respect to such other Unsecured Debt described thereinDebt) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by the President, cause each a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to execute and deliver each of the holders of the Notes satisfactory to Agent a Joinder Agreementthe Required Holders, and to the effect that the Subsidiary Guaranty by such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its respective organizational documentsterms, to guarantee except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Obligations enforcement of creditors' rights generally and by general equitable principles. Notwithstanding the Hedge Obligations foregoing, so long as the Intercreditor Agreement shall be in effect and become applicable thereto, any Subsidiary that becomes a party to the Contribution Agreement. Parent Company Bank Credit Agreement solely to borrow loans in Canadian Dollars thereunder shall further cause not be required to enter into the Subsidiary Guaranty and make the foregoing deliveries so long as the outstanding amount of all representationsDebt of such Subsidiary, covenants and agreements any other Subsidiary which is a party to the Bank Credit Agreement as a borrower of loans in Canadian Dollars, does not exceed 105% of the Maximum Canadian Amount (as defined in the Loan Documents with respect Bank Credit Agreement) and any Subsidiary that becomes a party to the Borrower Bank Credit Agreement solely to borrow loans in Alternate Currencies (as defined in the Bank Credit Agreement) other than Canadian Dollars thereunder shall not be required to enter into the Subsidiary Guaranty and Guarantors to be true and correct with respect to each make the foregoing deliveries so long as the outstanding United States Dollar equivalent amount of all Debt of such Additional Subsidiary GuarantorSubsidiary, and any other Subsidiary which is a party to the schedules to this Bank Credit Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantorborrower of loans in such Alternate Currencies, does not exceed 105% of the Maximum Eurocurrency Amount (as defined in the Bank Credit Agreement). Without limiting If at any time there are loans outstanding under the foregoingBank Credit Agreement in Canadian Dollars or Alternate Currencies to Subsidiaries that are not Subsidiary Guarantors and are not excepted under the preceding sentence, each such Subsidiary an Event of Default shall be exist without any notice or the expiration of the 30 day period provided for in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSection 11(d).

Additional Subsidiary Guarantors. In the event Parent will cause each Restricted Subsidiary that the Borrower shall request that certain Real Estate of is not an Issuer or a Subsidiary Guarantor and that Guarantees any Indebtedness of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereofParent, Parent Company shall cause each such an Issuer or any Subsidiary (and Guarantor under a Credit Facility or any entity having Capital Markets Indebtedness of Parent, an interest in such Issuer or any other Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, Guarantor to execute and deliver to Agent the Trustee, within 30 days of such Guarantee, a Guarantor Joinder Agreementsupplemental indenture substantially in the form of Exhibit F hereto, pursuant to which such Restricted Subsidiary shall Guarantee the Obligations of the Operating Partnership pursuant to this Indenture and the Notes, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thus become a Subsidiary Guarantor hereunder. Each bound by the Note Guarantee provisions of this Indenture; provided that this Section 4.17 shall not apply as a result of any Guarantee by any Restricted Subsidiary that existed at the time such Additional Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or to any Guarantee by any Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor shall be specifically outstanding as of the Issue Date or any Refinancing thereof to the extent required by the terms of such Indebtedness. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such Restricted Subsidiary shall, at the time of delivery to the Trustee of such supplemental indenture, also deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, in accordance with its respective organizational documents, to guarantee the Obligations executed and the Hedge Obligations and become a party to the Contribution Agreementdelivered by such Restricted Subsidiary. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting Notwithstanding the foregoing, each such Subsidiary shall Note Guarantee will be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver automatically released pursuant to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSection 10.05 hereof.

Additional Subsidiary Guarantors. In As and to the event extent that the (i) Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower be included as an Unencumbered Property in connection with the Unencumbered Asset Pool request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion in the as an Unencumbered Asset Pool Property in accordance with the terms hereofhereof or (ii) any Wholly-Owned Subsidiary of the Borrower becomes a borrower or a guarantor of, Parent Company or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in each case, Borrower shall cause each such Subsidiary (and any entity having an interest in such nd each other Subsidiary of Parent Company unless not required by the Agent) that directly is a Direct Owner or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary Indirect Owner thereof to execute and deliver to Agent a Joinder AgreementAgreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunderhereunder and to executedexecute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by the Agent and each Lender in order for Agent or such Lender to comply with applicable “know your customer” and Anti-Money Laundering Laws with respect to such Person shall have been received and the Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become be a party to the Contribution AgreementSubsidiary Guarantor hereunder. Parent Company Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Subsidiary Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, from and after the schedules to this Agreement shall be updated to reflect the addition of date such Subsidiary as executes and delivers a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each LenderJoinder Agreement. In connection with the delivery of any Guarantor such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. In The Company shall cause each Person that becomes a Restricted Subsidiary after the event that the Borrower shall request that certain Real Estate date of this Indenture to become a Subsidiary of Parent Company be included in Guarantor with respect to the Unencumbered Asset Pool Indenture Obligations by executing and delivering a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Real Estate is approved for inclusion in the Unencumbered Asset Pool Restricted Subsidiary and by causing such Person to execute and deliver such supplemental indenture in accordance with the terms hereof, Parent of this Article Thirteen; provided that any such Restricted Subsidiary that is organized outside of the United States shall not be required to provide a Subsidiary Guarantee so long as such Restricted Subsidiary has not guaranteed any other Debt of the Company or any other Restricted Subsidiary. The Company shall cause each deliver to the Trustee, together with the supplemental indenture referred to above, an Opinion of Counsel that such Subsidiary (Guarantee is a legal, valid, binding and any entity having an interest in enforceable obligation of such Subsidiary of Parent Guarantor, subject to customary local law exceptions and customary exceptions for bankruptcy and equitable principles. The Company unless not required by the Agent) hereby represents, that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute no Restricted Subsidiaries and deliver to Agent a Guarantor Joinder Agreement, and such no Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, Guarantors are in the event any Subsidiary existence as of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor date hereof. SECTION 1309. Releases. (a) Concurrently with any consolidation or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become merger of a Subsidiary Guarantor hereunderor any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 1307, and upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, each to the effect 103 that (i) such consolidation, merger, sale or conveyance was or shall be made by a Subsidiary Guarantor in accordance with Section 1307, and (ii) all conditions precedent to such release have been satisfied, the Trustee shall promptly execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Each Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee under this Article Thirteen shall remain liable for the full amount of the Indenture Obligations under its Subsidiary Guarantee. (b) Concurrently with the Legal Defeasance of the Notes under Section 1202 hereof or the Covenant Defeasance of the Notes under Section 1203 hereof, the Subsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees. (c) Upon (i) a sale, transfer or other disposition of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not an Affiliate of the Company, (ii) a sale, transfer or other disposition of all or substantially all of the assets of a Subsidiary Guarantor to a Person that is not an Affiliate of the Company, or (iii) the designation of such Additional Subsidiary Guarantor as an Unrestricted Subsidiary, in any such case in compliance with the terms of this Indenture, then such Subsidiary Guarantor shall be specifically authorizeddeemed automatically and unconditionally released and discharged from all of its obligations under its Subsidiary Guarantee without any further action on the part of the Trustee or any Holder of the Notes; provided that the Net Proceeds of any such sale, transfer or other disposition are applied in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution AgreementSection 1012. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.104

Additional Subsidiary Guarantors. In The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the event that Company (other than Special Purpose Entities) are Subsidiary Guarantors under the Borrower Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to Section 8.5, the Company or any of its Subsidiaries shall request that certain Real Estate of form or acquire any new Subsidiary after the date hereof (or any Subsidiary ceases to be a Special Purpose Entity), the Company or such Subsidiary will cause such new Subsidiary (a) to execute and deliver a joinder agreement to the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Subsidiary of Parent Company be included Guarantor, (b) to execute and deliver such collateral security agreements, instrument and other documents, including security agreements, stock pledge and control agreements and intellectual property security agreements, in form and substance satisfactory to the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereofPurchaser, Parent Company shall cause each under which such Subsidiary (would grant a valid first priority security interest and any entity having an interest in lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary of Parent Company unless not required by under the AgentSubsidiary Guaranty; (c) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of if such Real EstateSubsidiary has any Subsidiaries, to execute and deliver pledge agreements, together with (i) certificates representing all of the Capital Stock of any Person owned by such Subsidiary and (ii) undated stock powers executed in blank, (d) to Agent a Guarantor Joinder Agreementexecute and deliver such other agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and maintain the first priority of any Lien in favor of the Purchaser or to effect the intent that such Subsidiary shall become an “Additional bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Guarantor” hereunderGuarantors are parties, and (e) to deliver opinions of counsel to the Company or such Subsidiary as to such matters as the Purchaser may request. In addition, the Company shall grant to the Purchaser a valid first priority perfected security interest in the event Capital Stock of any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee secure the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representationsPurchaser, covenants and agreements in the Loan Documents with respect subject to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSection 7.17.

Additional Subsidiary Guarantors. (a) In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower be included in as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Pool and such Real Estate is approved for inclusion Value, Borrower shall as a condition thereto, in addition to the Unencumbered Asset Pool in accordance with the terms hereofrequirements of §7.22, Parent Company shall cause each such Subsidiary (and any entity other Subsidiary of Borrower having an interest in such Subsidiary of Parent Company unless not required by the AgentBorrower) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary (and any such other Subsidiary) shall become a Subsidiary Guarantor hereunder. If Borrower shall request that certain Real Estate of a Subsidiary of Borrower be included as an “Additional Subsidiary GuarantorUnencumbered Property” (or such other similar term as used therein) under the Existing Credit Agreement it shall be required to include such Real Estate as an Unencumbered Property hereunder. In addition, in the event any Subsidiary of or the Borrower shall constitute a Material SubsidiarySubsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documentsdocuments and applicable law, to guarantee the Obligations and the Hedge Obligations and become be a party to the Contribution AgreementGuarantor hereunder. Parent Company Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lenderor other entity. In connection with the delivery of any Guarantor such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT, which may only be released upon the written approval of Agent and all of the Lenders. (c) Notwithstanding the terms of §5.2(a), from and after any date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors hereunder, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute the Guaranty in the form of the original Guaranty and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT to be released from the Guaranty. If at any time during which the Borrower has an Investment Grade Rating the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Guarantor by executing a Guaranty in the form of the original Guaranty and cause such Material Subsidiaries, REIT and Borrower to execute a Contribution Agreement in the form of the original Contribution Agreement, in each case with such conforming changes (i.e., references to dates of documents and parties) as Agent may reasonably require and comply with the provisions of §5.2 (a) as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt regardless of whether Borrower has obtained an Investment Grade Rating. (d) Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (a) of the definition of Material Subsidiary are not required to be a Subsidiary Guarantor pursuant to §5.2(c), then the Unencumbered Properties owned by such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and considered in the calculation of Unencumbered Asset Value and Unencumbered Property Debt Yield) provided that the representations and warranties described below in this §5.2(d) with respect to such Persons continue to be true and correct in all material respects, and the Borrower and such Persons continue to comply with the provisions and covenants (or such provisions and covenants shall be applicable to such Persons and shall be complied with, as applicable) described below in this §5.2(d), in each case, as and to the same extent as if such Persons were Subsidiary Guarantors: clause (d) of the definition of Change of Control; clause (b) of the definition of Material Adverse Effect; definition of Non-Recourse Indebtedness; definition of Rent Roll; definition of Unencumbered Asset Value; §2.7; §2.10(b); §6.1(b); §6.16; §6.19; §6.20(a), (b), (c), (e) and (f); last sentence of §6.21; §6.23; §6.26; §6.27; §6.28; §6.31; §7.4(l); §7.5(e); last sentence of §7.6(a); §7.6(b); §7.17 (for the purposes of §7.17, each entity that is a Material Subsidiary pursuant to clause (a) of the definition of Material Subsidiary shall be required to make Distributions the same as other Subsidiaries who are not Subsidiary Guarantors); §7.22; last paragraph of §8.1; §8.2(iii); §8.4(v); §8.6; §8.14; and §27.

Additional Subsidiary Guarantors. In the event The Parent Issuer will cause any Subsidiary that the Borrower shall request that certain Real Estate guarantees or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of a Subsidiary any Indebtedness in respect of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real EstateBank Credit Agreement, to execute enter into the Subsidiary Guaranty and deliver to Agent each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a Guarantor Joinder Agreement, and such joinder agreement in respect of the Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, Guaranty substantially in the event any form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Borrower shall constitute a Material SubsidiaryParent Issuer making representations and warranties to the effect of those contained in the Subsidiary Guaranty, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary and the Subsidiary Guaranty, cause as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Parent Issuer) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its respective organizational documentsterms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance -35- and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of Section 2.3(b) and this Section 9.7, the Company or any other Subsidiary of the Parent Issuer who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to guarantee the Obligations be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and the Hedge Obligations Parent Issuer, or any of the Parent Issuer’s Subsidiaries organized under the laws of the United States or any state thereof (each, a “Domestic Subsidiary”), is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and become a party to the Contribution (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a (a) The Company will cause (i) each Material Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate (ii) any other Subsidiary which is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agentterms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement (other than, in each case of clauses (i) and (ii), any Excluded Subsidiary; provided, that directly no Subsidiary (other than those Subsidiaries described in clauses (a), (b) or indirectly owns (c) of the definition of “Excluded Subsidiary”) shall issue, Guarantee or that provides services to incur any debt under the Real Estate similar to those provided by QTS Metro TRS at the Metro Property Bank Credit Agreement or which receives consideration from any SIT Acquisition Debt unless such Subsidiary is also a tenant or licensee of such Real EstateSubsidiary Guarantor), to execute enter into the Subsidiary Guaranty and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the Borrower shall constitute holders of the Notes the following items (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement): (1) a Material Subsidiaryjoinder agreement in respect of the Subsidiary Guaranty; (2) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, the Borrower shall cause such Subsidiary5.6 and 5.7, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary and the Subsidiary Guaranty, cause as applicable; and (3) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its respective organizational documentsterms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) If at any time a Subsidiary Guarantor is or becomes an Excluded Subsidiary, the holders of the Notes agree to guarantee discharge and release such Subsidiary Guarantor from the Obligations Subsidiary Guaranty upon the written request of the Company, provided, that at the time of such release and discharge, the Hedge Obligations and become Company shall deliver a party certificate of a Responsible Officer to the Contribution Agreement. Parent Company shall further cause all representations, covenants holders of the Notes stating that no Default or Event of Default exists or will exist upon such release and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantordischarge, and the schedules to this Agreement release shall be updated to reflect effective automatically and each holder of Notes shall promptly execute and deliver, at the addition sole cost and expense of the Company, such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent Company may reasonably require.request to evidence such release. Stericycle, Inc. Note Purchase Agreement

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall (i) cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. In With respect to any new Material Domestic Subsidiary created or acquired after the event Series A Closing Day by the Company or any Subsidiary or with respect to any existing Domestic Subsidiary that becomes a Material Domestic Subsidiary after the Borrower shall request that certain Real Estate Series A Closing Day by virtue of a Subsidiary of Parent Company be included meeting the qualifications set forth in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance definition of Material Subsidiary or with the terms hereof, Parent Company shall cause each such respect to any Domestic Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming becomes a guarantor or other obligor with borrower in respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute of the obligations under the Bank Credit Agreement and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational related documents, promptly, but in any event within fifteen (15) days after such creation, acquisition or qualification or of becoming such a guarantor or borrower, (i) cause such (A) to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants Subsidiary Guaranty by executing and agreements delivering to each holder of Notes a joinder in the Loan Documents with respect form attached to the Borrower Subsidiary Guaranty as Annex B and Guarantors (B) to be true and correct with respect deliver to each holder of Notes the documents described in Annex 2 to such Additional joinder. The holders of the Notes agree that if the Subsidiary Guarantor, and the schedules to this Agreement Guarantors shall be updated released from their obligations under or in respect of the Bank Credit Agreement and so long as no Default or Event of Default then exists, the holders of Notes, upon receipt of a written request of the Company and evidence reasonably satisfactory to reflect the addition Required Holders of such Subsidiary as a Guarantor. Without limiting release in respect of the foregoingBank Credit Agreement, each such Subsidiary shall be in compliance will simultaneously with the representations contained release in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery Bank Credit Agreement take such actions and execute such documents which are necessary to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty provided, however, that the holders will have no obligation to release the Subsidiary Guarantors pursuant to this sentence if in connection with the release of the Subsidiary Guarantors from their obligations under or in respect of the Bank Credit Agreement the Company or any Guarantor Joinder Agreement, the Borrower shall deliver of its Subsidiaries pays any consideration to the Agent lenders under the Bank Credit Agreement in consideration of such organizational agreements, resolutions, consents, opinions and other documents and instruments as release unless the Agent may reasonably requireholders of Notes are paid equivalent consideration for the release provided for in this sentence.

Additional Subsidiary Guarantors. In If at any time a member of the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Senior Management Team of the Borrower shall constitute a Material Subsidiaryhas actual knowledge that the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such Subsidiarydomestic consolidated Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, the Borrower shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent concurrently with the delivery of the guaranty of such other Indebtedness. For the avoidance of doubt and notwithstanding the foregoing, no Subsidiary Guaranty shall be required to be delivered prior to the Funding Date; provided, however, that no thirty-day grace period described in any of the foregoing subsections of this Section 7.2(K) shall apply to any of the Subsidiary Guarantees required to be delivered on the Funding Date (as described in clause (i) of the definition of “Subsidiary Guarantors”) and related deliveries required as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect the Funding Date pursuant to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSection 5.1 hereto.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company (other than "bankruptcy remote special purpose" Subsidiaries) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to Section 8.5, the Company or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (or any "bankruptcy remote special purpose" Subsidiary ceases to such a Subsidiary), the Company or such Subsidiary will cause such new Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agenta) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver a joinder to Agent the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Guarantor Joinder AgreementSubsidiary Guarantor, (b) if such Subsidiary has any Subsidiaries, pledge agreements, together with (i) certificates representing all of the Capital Stock of any Person owned by such Subsidiary, (ii) undated stock powers executed in blank and (iii) such opinions of counsel and such approving certificates of such Subsidiary as the Purchaser may request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (c) such other agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and maintain the first priority of any Lien in favor of the Purchaser to effect the intent that such Subsidiary shall become an “Additional bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Guarantor” hereunderGuarantors are parties and that all property and assets of such Subsidiary shall become Collateral for the Obligations to Purchaser, and (d) opinions of counsel to the Company or such Subsidiary as to such matters as the Purchaser may request. In addition, the Company shall grant to the Purchaser a valid first priority perfected security interest in the event any Subsidiary Capital Stock of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee secure the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirePurchaser.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a (a) The Company will cause any Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate which is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly terms of the Bank Credit Agreement or indirectly owns any Debt Agreement to become a party to, or that provides services to otherwise guarantee, Debt in respect of the Real Estate similar to those provided by QTS Metro TRS at the Metro Property Bank Credit Agreement or which receives consideration from a tenant or licensee of such Real EstateDebt Agreement, to execute enter into the Subsidiary Guaranty and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the Borrower shall constitute holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (i) a Material Subsidiaryjoinder agreement in respect of the Subsidiary Guaranty; STEPAN COMPANY NOTE PURCHASE AGREEMENT (ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, the Borrower shall cause such Subsidiary5.6 and 5.7, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary and the Subsidiary Guaranty, cause as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its respective organizational documentsterms, to guarantee except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Obligations enforcement of creditors’ rights generally and the Hedge Obligations and become by general equitable principles. (b) At any time in which a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement Guaranty shall be updated in existence, the holders of the Notes agree to reflect discharge and release any Subsidiary Guarantor from such Subsidiary Guaranty upon receipt of written notice from the addition Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary as a Guarantor. Without limiting the foregoing, each Guarantor under such Subsidiary shall be Guaranty) as an obligor and guarantor under and in compliance with respect of the representations contained Bank Credit Agreement and each Debt Agreement of the Company and the Company so certifies to the holders of the Notes in §6.30a certificate of a Responsible Officer, which may not be waived without (ii) at the written consent time of each Lender. In connection with the delivery of any Guarantor Joinder Agreementsuch release and discharge, the Borrower Company shall deliver a certificate of a Responsible Officer to the Agent holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such organizational agreementsrelease, resolutions, consents, opinions and other documents and instruments as holders of the Agent may reasonably requireNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. In (i) If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the event that definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower does not designate such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly (and, in any event, within thirty (30) days) after the date such Subsidiary ceases to be an Immaterial Subsidiary or such creation or acquisition the Borrower shall request that certain Real Estate of cause such Person to (1) become a Subsidiary of Parent Company be included Guarantor by delivering to the Administrative Agent a duly executed supplement to the Second Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) grant a security interest in all Collateral (subject to the exceptions specified in the Unencumbered Asset Pool Second Lien Guaranty and Security Agreement) owned by such Real Estate is approved Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for inclusion in the Unencumbered Asset Pool in accordance such purpose and comply with the terms hereofof each applicable Collateral Document, Parent Company shall cause each (3) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 3 as may be reasonably requested by the Administrative Agent, (4) deliver to the Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (5) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (6) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders. (ii) If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower designates such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly (and and, in any entity having an interest in event within thirty (30) days) after the date such Subsidiary of Parent Company unless not required by the Agent) that directly ceases to be an Immaterial Subsidiary or indirectly owns such creation or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estateacquisition, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute cause such Person to (1) become a Material Guarantor by delivering to the Administrative Agent a duly executed supplement to the First Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) deliver to the Administrative Agent such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (3) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (4) deliver to the Administrative Agent such other opinions, documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders. (iii) If (A) any Subsidiary designated as a Retail Store Subsidiary ceases to be a Retail Store Subsidiary and (B) the Borrower does not designate such Subsidiary as an Immaterial Subsidiary as permitted hereunder, then promptly (and, in any event within thirty (30) days) after the date such Subsidiary ceases to be a Retail Store Subsidiary, the Borrower shall cause such SubsidiaryPerson to (1) grant a security interest in all Collateral (subject to the exceptions specified in the First Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Collateral Document, (2) deliver to the Administrative Agent such updated Schedules to the Loan Documents as a condition to such Subsidiary’s becoming a guarantor or other obligor requested by the Administrative Agent with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute Person and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall (3) deliver to the Administrative Agent such organizational agreementsother opinions, resolutions, consents, opinions and other documents and instruments certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may reasonably requireextend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent (a) The Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall may at any time cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional by executing and delivering a Subsidiary Guarantor Guarantee Agreement, and shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become cause any Subsidiary which is a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents Bank Subsidiary Obligor under or with respect to the Borrower any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and Guarantors to be true and correct delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to each any such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lenderagreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor Joinder to deliver to each of the holders: (1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Borrower Company, this Agreement and the Notes; (2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and (3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions. (b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the Agent holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such organizational agreementsSubsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, resolutionsany fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, consents, opinions and other documents and instruments as the Agent may reasonably requireholders of the Notes shall receive equivalent consideration.

Additional Subsidiary Guarantors. In Notify the event Administrative Agent at any time that Borrower will be adding a Project to the Borrower pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall request that certain Real Estate of a Subsidiary of Parent Company be included in the pool of Qualified Unencumbered Properties upon delivery of the following to Administrative Agent: (i) Description of such Project; (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Pool and Value, (2) the value or NOI of such Real Estate is approved for inclusion Project used in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest calculations in such Subsidiary pro forma Compliance Certificate, (3) the name of Parent Company unless not required by the Agent) that directly owner of all or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee any portion of such Real Estate, to execute and deliver to Agent Project (which must be a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Wholly Owned Subsidiary of the Borrower or CCPT II as of the date on which it is added as a Qualified Unencumbered Property), (4) the date on which such Project shall constitute become a Material SubsidiaryQualified Unencumbered Property (the “Addition Date”), which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exists no Event of Default under this Agreement and that the addition of such Project shall not result in any such Event of Default; and (iii) A title report respecting such Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of Qualified Unencumbered Properties and, except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within one (1) year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Loan Party, the Borrower shall shall, within ten (10) days after the Addition Date, (a) cause such Subsidiary, as a condition owner to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations by executing and the Hedge Obligations and become a party delivering to the Contribution Agreement. Parent Company Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall further cause all representations, covenants deem appropriate for such purpose and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) for such organizational agreementsPerson, resolutionstogether with favorable opinions of counsel to such Person (which shall cover the legality, consentsvalidity, opinions binding effect and enforceability of the documentation referred to in clause (a) and such other documents matters as may be reasonably required by the Administrative Agent), in each case in form and instruments as substance similar to those delivered on the Agent may reasonably requireClosing Date.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a The Company will cause any Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate which is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agentterms of the Bank Credit Agreement (or any other agreement pursuant to which Indebtedness for borrowed money of the Company or any Restricted Subsidiary is outstanding) that directly to become a party to, or indirectly owns otherwise Guaranty, Indebtedness outstanding under the Bank Credit Agreement or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estateother agreement, to execute enter into the Subsidiary Guaranty and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the Borrower shall constitute holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement or such other agreement) the following items: (a) a Material Subsidiaryjoinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, the Borrower shall cause such Subsidiary5.6 and 5.7, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary and the Subsidiary Guaranty, cause as applicable; (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, enforceable in accordance with its respective organizational documentsterms, to guarantee except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Obligations enforcement of creditors' rights generally and by general equitable principles; and (d) a counterpart of the Hedge Obligations Intercreditor Agreement, signed by such Subsidiary Guarantor and become each of the holders of Indebtedness of the Company or a party to Restricted Subsidiary which is the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in beneficiary of the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition Guaranty of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. (a) In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower (including a Controlled Joint Venture) be included in as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Pool and such Real Estate is approved for inclusion Value, Borrower shall as a condition thereto, in addition to the Unencumbered Asset Pool in accordance with the terms hereofrequirements of §7.22, Parent Company shall cause each such Subsidiary (including a Controlled Joint Venture) not already constituting a Subsidiary Guarantor hereunder (and any entity other Subsidiary of Borrower having an ownership interest in such Subsidiary of Parent Company unless not required by the AgentBorrower) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary (and any such other Subsidiary having an ownership interest in such Subsidiary) shall thereby become an “Additional a Subsidiary Guarantor” Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower REIT shall constitute a Material SubsidiarySubsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt Indebtedness described thereintherein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall promptly execute and deliver to Agent a Joinder Agreement), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary pursuant to clause (c) of the definition thereof, Borrower shall cause such Subsidiary, within thirty (30) days (or such later date as agreed to by Agent) of such Subsidiary becoming a Material Subsidiary pursuant to clause (c) of the definition thereof, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documentsdocuments and applicable law, to guarantee be a Guarantor hereunder. Without limiting the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company terms of this agreement, Borrower shall further cause all representations, covenants and agreements representations in the Loan Documents with respect that apply to the Borrower and Guarantors to be true and correct in all material respects, with respect to each such Additional new Subsidiary Guarantor, and at the schedules to this Agreement shall be updated to reflect the addition of time each such Subsidiary as becomes a GuarantorSubsidiary Guarantor (unless such representations apply to any earlier date). Without limiting the foregoingterms of this Agreement, Borrower shall cause all covenants in the Loan Documents that apply to the Guarantors to be true and correct, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lenderbecomes a Subsidiary Guarantor. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Each Subsidiary of Borrower (including any Controlled Joint Venture) that owns or leases Real Estate included as an Unencumbered Property (and each other Subsidiary of Borrower having an interest in such Subsidiary of Borrower) shall be organized under the laws of a State and shall have its principal place of business in a State, consistent with the requirements of §7.2. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days (or such shorter period to which Agent may agree) prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to the Agent a certificate pursuant to which an Authorized Officer of Borrower certifies (together with such other evidence as Agent may reasonably request to confirm) that either (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor, all of the assets of such Subsidiary Guarantor shall be liquidated and transferred to Borrower or another Subsidiary Guarantor, or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be contributed to an Unconsolidated Affiliate or disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries, and the net cash proceeds from such disposition are being distributed directly or indirectly to the Borrower or any Subsidiary Guarantor in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor and (ii) would not be required to be a Guarantor pursuant to clause (c) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT or General Partner, which may only be released upon the written approval of Agent and all of the Lenders. (c) Notwithstanding the terms of §5.2(a) and (b), from and after any date that Agent first receives written notice from Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the Credit Agreement, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT or General Partner to be released from the Guaranty. For the avoidance of doubt, if at any time during which the Borrower has an Investment Grade Rating the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Guarantor by executing a Joinder Agreement and comply with the provisions of §5.2(a) as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Indebtedness regardless of whether Borrower has obtained an Investment Grade Rating. (d) Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (a) of the definition of Material Subsidiary are not required to be a Subsidiary Guarantor pursuant to §5.2(c), the Unencumbered Properties owned by such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and considered in the calculation of Unencumbered Asset Value and Unencumbered Property Debt Yield); provided that the representations and warranties in this Agreement with respect to Unencumbered Property Subsidiaries continue to be true and correct in all material respects, and the Borrower and such Unencumbered Property Subsidiaries continue to comply with the provisions and covenants applicable to Unencumbered Property Subsidiaries (or such provisions and covenants shall be applicable to such Persons and shall be complied with, as applicable).

Additional Subsidiary Guarantors. In the event that the (a) The Parent Borrower shall request that certain Real Estate will cause any and all of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool its direct and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereofindirect Material Domestic Subsidiaries, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly whether newly formed, after acquired or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estateotherwise existing, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall promptly become a Subsidiary Guarantor hereunderhereunder by way of execution of a Joinder Agreement. Each Furthermore, within thirty (30) days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to the Domestic Administrative Agent pursuant to Section 7.01(a) and/or (b), the Parent Borrower will cause such Additional Domestic Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Guarantor hereunder by way of execution of a Joinder Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreementforegoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational agreements, resolutions, consents, opinions and other documents and instruments opinions of in-house counsel as the Domestic Administrative Agent may reasonably requirerequest. (b) If at any time any Subsidiary that is not required to be a Subsidiary Guarantor hereunder provides a guarantee of the Parent Borrower’s obligations under any indentures or other documents evidencing senior notes in an aggregate principal amount in excess of $25,000,000, the Parent Borrower will then promptly cause such Subsidiary to become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request. (c) If, at the end of a fiscal quarter, the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (other than the aggregate net revenues of Graybar Services, Inc. and Graybar Financial Services, Inc. and their respective Subsidiaries) exceeds 10% of the aggregate net revenues of the Parent Borrower and its Subsidiaries for the last twelve month period ended as of the end of such fiscal quarter, the Parent Borrower shall cause Domestic Subsidiaries that are not Credit Parties to become Guarantors by executing and delivering to the Domestic Administrative Agent a Joinder Agreement as and to the extent required so that the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (other than the aggregate net revenues of Graybar Services, Inc. and Graybar Financial Services, Inc. and their respective Subsidiaries) no longer exceeds 10% of the aggregate net revenues of the Parent Borrower and its Subsidiaries for the last twelve month period ended as of the end of such fiscal quarter. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a (a) The Company will cause any Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate which is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly terms of the Bank Credit Agreement or indirectly owns any Debt Agreement to become a party to, or that provides services otherwise guarantee, Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into a Subsidiary Guaranty Agreement which shall be in a form reasonably acceptable to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from Required Holders (a tenant or licensee of such Real Estate, to execute “Subsidiary Guaranty”) and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the Borrower shall constitute holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (i) a Material Subsidiaryjoinder agreement in respect of the Subsidiary Guaranty; (ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, the Borrower shall cause such Subsidiary5.6 and 5.7, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary and the Subsidiary Guaranty, cause as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its respective organizational documentsterms, to guarantee except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Obligations enforcement of creditors’ rights generally and the Hedge Obligations and become by general equitable principles. (b) At any time in which a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement Guaranty shall be updated in existence, the holders of the Notes agree to reflect discharge and release any Subsidiary Guarantor from such Subsidiary Guaranty upon receipt of written notice from the addition Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary as a Guarantor. Without limiting the foregoing, each Guarantor under such Subsidiary shall be Guaranty) as an obligor and guarantor under and in compliance with respect of the representations contained Bank Credit Agreement and each Debt Agreement of the Company and the Company so certifies to the holders of the Notes in §6.30a certificate of a Responsible Officer, which may not be waived without (ii) at the written consent time of each Lender. In connection with the delivery of any Guarantor Joinder Agreementsuch release and discharge, the Borrower Company shall deliver a certificate of a Responsible Officer to the Agent holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such organizational agreementsrelease, resolutions, consents, opinions and other documents and instruments as holders of the Agent may reasonably requireNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. In (i) If at any time a member of the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Senior Management Team of the Borrower shall constitute a Material Subsidiaryhas actual knowledge that the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such Subsidiarydomestic consolidated Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a condition to such Subsidiary’s becoming a guarantor of obligations of its Affiliates or other obligor with respect to such third parties), other Unsecured Debt described thereinthan the Indebtedness hereunder, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall an executed Supplement to become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorizedand appropriate corporate resolutions, opinions and other documentation in accordance with its respective organizational documents, to guarantee the Obligations form and the Hedge Obligations and become a party substance reasonably satisfactory to the Contribution Agreement. Parent Company shall further cause all representationsAdministrative Agent in connection therewith, covenants such Supplement and agreements in the Loan Documents with respect other documentation to be delivered to the Borrower and Guarantors Administrative Agent prior to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection or concurrently with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent guaranty of such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireIndebtedness.

Additional Subsidiary Guarantors. In (i) If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower does not designate such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly (and, in any event that within thirty (30) days) after the date such Subsidiary ceases to be an Immaterial Subsidiary or such creation or acquisition, the Borrower shall request that certain Real Estate of cause such Person to (1) become a Subsidiary of Parent Company be included Guarantor by delivering to the Administrative Agent a duly executed supplement to the First Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) grant a security interest in all Collateral (subject to the exceptions specified in the Unencumbered Asset Pool First Lien Guaranty and Security Agreement) owned by such Real Estate is approved Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for inclusion in the Unencumbered Asset Pool in accordance such purpose and comply with the terms hereofof each applicable Collateral Document, Parent Company shall cause each (3) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 3.2 as may be reasonably requested by the Administrative Agent, (4) deliver to the Administrative Agent such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (5) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (6) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders. (ii) If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower designates such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly (and and, in any entity having an interest in event within thirty (30) days) after the date such Subsidiary of Parent Company unless not required by the Agent) that directly ceases to be an Immaterial Subsidiary or indirectly owns such creation or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estateacquisition, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute cause such Person to (1) become a Material Guarantor by delivering to the Administrative Agent a duly executed supplement to the First Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) deliver to the Administrative Agent such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (3) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (4) deliver to the Administrative Agent such other opinions, documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders. (iii) If (A) any Subsidiary designated as a Retail Store Subsidiary ceases to be a Retail Store Subsidiary and (B) the Borrower does not designate such Subsidiary as an Immaterial Subsidiary as permitted hereunder, then promptly (and, in any event within thirty (30) days) after the date such Subsidiary ceases to be a Retail Store Subsidiary, the Borrower shall cause such SubsidiaryPerson to (1) grant a security interest in all Collateral (subject to the exceptions specified in the First Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Collateral Document, (2) deliver to the Administrative Agent such updated Schedules to the Loan Documents as a condition to such Subsidiary’s becoming a guarantor or other obligor requested by the Administrative Agent with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute Person and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall (3) deliver to the Administrative Agent such organizational agreementsother opinions, resolutions, consents, opinions and other documents and instruments certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may reasonably requireextend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders.

Additional Subsidiary Guarantors. In Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall will cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute Company that becomes a Material Subsidiary, Subsidiary after the Borrower shall cause such Subsidiary, as date the Securities of a condition series are first issued hereunder to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunderas soon as practicable after such Subsidiary becomes a Subsidiary. Each The Company shall cause any such Additional Subsidiary to become a Subsidiary Guarantor shall with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person's obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be specifically authorizedacceptable to the Trustee in its discretion). ARTICLE FOURTEEN [INTENTIONALLY OMITTED] ARTICLE FIFTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 1501. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. The Company may elect, at its option at any time, to have Section 1502 or Section 1503 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1502 or 1503, in accordance with its respective organizational documents, any applicable requirements provided pursuant to guarantee the Obligations Section 301 and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in upon compliance with the representations contained conditions set forth below in §6.30, which may not this Article. Any such election shall be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver evidenced in or pursuant to the Agent a Board Resolution or in another manner specified as contemplated by Section 301 for such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSecurities.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent (a) The Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall will cause each such Subsidiary of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agenti) that directly or indirectly owns or that provides services enter into a joinder to the Real Estate similar Subsidiary Guaranty in form and substance satisfactory to those provided by QTS Metro TRS at the Metro Property or which receives consideration from Required Holders (a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor “Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in ”) providing for the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it; and (ii) deliver the following to each Purchaser and holder of a Note: (A) an executed counterpart of such Joinder Agreement; (B) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as a condition to such Subsidiary’s becoming a guarantor or other obligor those contained in Section 5 of this Agreement (but with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall Joinder Agreement rather than the Company); (C) all documents as may be specifically authorizedreasonably requested by the Required Holders to evidence the due organization, in accordance with its respective organizational documentscontinuing existence and, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representationswhere applicable, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Joinder Agreement and the performance by such Subsidiary of its obligations thereunder; and (D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Joinder Agreement as the Required Holders may reasonably request. (b) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a Guarantorguarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect AZZ Inc. Note Purchase Agreement to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). Without limiting In the foregoingevent of any such release, each for purposes of Section 10.1, 10.2 and 10.4, all Indebtedness of such Subsidiary shall be in compliance deemed to have been incurred concurrently with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirerelease.

Additional Subsidiary Guarantors. (a) If at any time (x) any Person becomes a Material Domestic Subsidiary or (y) any Subsidiary becomes a guarantor or an obligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility or any Existing Note Purchase Agreement, then the Company will promptly notify the Administrative Agent thereof and, in the case of clause (x), as soon as practicable but in any event within thirty days after such Person becomes a Material Subsidiary (or such longer period to which the Administrative Agent may agree in its sole discretion) or, in the case of clause (y), concurrently therewith, cause such Material Domestic Subsidiary or Subsidiary, as the case may be, to become a Subsidiary Guarantor by way of execution of a Subsidiary Guaranty (or a joinder to an existing Subsidiary Guaranty) and, concurrently with becoming a Subsidiary Guarantor, deliver to the Administrative Agent all documents, certificates and opinions as may be reasonably requested by the Administrative Agent (including, without limitation, resolutions, Organization Documents, incumbency certificates, legal opinions and documentation and other information requested by the Administrative Agent and each Lender in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations). (b) At the election of the Company and by written notice to the Administrative Agent, any Subsidiary Guarantor (other than any Material Domestic Subsidiary or any Subsidiary that became a Subsidiary Guarantor as a result of being a Material Domestic Subsidiary at any time, the release of which, in each case, shall be subject to Section 8.10) may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Administrative Agent or any Lender, provided that if such Subsidiary Guarantor is a guarantor or obligor in respect of any Material Credit Facility or any Existing Note Purchase Agreement, then (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under each such Material Credit Facility and each such Existing Note Purchase Agreement, as the case may be, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or any Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or such Existing Note Purchase Agreement for such release, the Lenders shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) the Administrative Agent shall have received a certificate of a Responsible Officer of the Company certifying as to the matters set forth in the foregoing clauses (i) through (iv). In the event that the Borrower shall request that certain Real Estate of a Subsidiary any such release, for purposes of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereofSection 6.13, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary all Debt of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall be deemed to have been incurred concurrently with such release. (c) The parties hereto acknowledge and agree that (i) the Company may at its option cause any of its Subsidiaries to become an “Additional a Subsidiary Guarantor” hereunder. In addition, in Guarantor by complying with the event any Subsidiary requirements of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor this Section 6.21 with respect to such other Unsecured Debt described thereinSubsidiary, cause each such (ii) notwithstanding anything in this Section 6.21 to the contrary, in no event shall any Foreign Subsidiary be required to execute Guarantee any portion of the Obligations which would result in an adverse tax consequence to the Company or any Foreign Subsidiary Holding Company and deliver (iii) in addition to the foregoing releases contemplated by Section 6.21(b), the Administrative Agent a Joinder Agreement, and such Subsidiary shall become a release any Subsidiary Guarantor hereunder. Each from its obligations under any Credit Documents if such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors Person ceases to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such a Subsidiary as a Guarantor. Without limiting result of a transaction permitted under the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireCredit Documents.

Additional Subsidiary Guarantors. In (a) On and after the date hereof, the Company will cause each of the Company’s Subsidiaries that is not an Excluded Subsidiary to promptly (but in any event within thirty (30) calendar days of (i) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (ii) the Borrower shall request that certain Real Estate acquisition or formation of a Subsidiary of Parent Company which is not an Excluded Subsidiary): (i) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be included in the Unencumbered Asset Pool a Subsidiary Guarantor under this Indenture and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with be bound by the terms hereofof this Indenture applicable to Subsidiary Guarantors, Parent including, but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor; and (B) such Note Guarantee and joinders to any applicable Related Collateral Documents pursuant to Section 4.18(b) constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guarantee. (b) In addition, the Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants applicable Related Collateral Documents and agreements in the Loan Documents with respect take such actions required thereby to grant to the Borrower Collateral Agent, for the benefit of itself, the Trustee and Guarantors to be true and correct with respect to each the Holders, a perfected security interest in any Collateral held by such Additional Subsidiary Guarantor, and the schedules subject to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirePermitted Liens.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent The Company shall cause each such not permit any Restricted Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agentother than a Foreign Subsidiary) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations payment of any Indebtedness of the Company or any 58 60 Indebtedness of any other Restricted Subsidiary (in each case, the "Guaranteed Debt"), unless (i) if such Restricted Subsidiary is not a Subsidiary Guarantor, such Restricted Subsidiary simultaneously executes and the Hedge Obligations and become delivers a party supplemental indenture to the Contribution Agreement. Parent Company Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary, (ii) if the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary are subordinated in right of payment to the Guaranteed Debt, the Subsidiary Guarantee under the supplemental indenture shall further cause all representations, covenants and agreements in the Loan Documents be subordinated to such Restricted Subsidiary's guarantee with respect to the Borrower and Guarantors Guaranteed Debt substantially to be true and correct the same extent as the Notes or the Subsidiary Guarantee are subordinated to the Guaranteed Debt under the Indenture, (iii) if the Guaranteed Debt is by its express terms subordinated in right of payment to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, any such guarantee of such Restricted Subsidiary with respect to each the Guaranteed Debt shall be subordinated in right of payment to such Additional Restricted Subsidiary's Subsidiary GuarantorGuarantee with respect to the Notes substantially to the same extent as the Guaranteed Debt is subordinated to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary to its obligation under its Subsidiary Guarantee, and the schedules to this Agreement shall be updated to reflect the addition of (v) such Restricted Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent Trustee an opinion of counsel substantially to the effect that (A) such organizational agreementsSubsidiary Guarantee of the Notes has been duly authorized, resolutionsexecuted and delivered, consentsand (B) such Subsidiary Guarantee of the Notes constitutes a valid, opinions binding and other documents enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and instruments except insofar as the Agent may reasonably requireenforcement thereof is subject to general principles of equity.

Additional Subsidiary Guarantors. In (i) If at any time a member of the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Senior Management Team of the Borrower shall constitute a Material Subsidiaryhas actual knowledge that the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such Subsidiarydomestic consolidated Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a condition to such Subsidiary’s becoming a guarantor of obligations of its Affiliates or other obligor with respect to such third parties), other Unsecured Debt described thereinthan the Indebtedness hereunder, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall an executed Supplement to become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, appropriate corporate resolutions, consents, opinions and other documents documentation in form and instruments substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the Agent may reasonably requiredelivery of the guaranty of such other Indebtedness.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a (a) The Company will cause any Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate which is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly terms of the Bank Credit Agreement or indirectly owns any Debt Agreement to become a party to, or that provides services to otherwise guarantee, Debt in respect of the Real Estate similar to those provided by QTS Metro TRS at the Metro Property Bank Credit Agreement or which receives consideration from a tenant or licensee of such Real EstateDebt Agreement, to execute enter into the Subsidiary Guaranty and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the Borrower shall constitute holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: STEPAN COMPANY NOTE PURCHASE AGREEMENT (i) a Material Subsidiaryjoinder agreement in respect of the Subsidiary Guaranty; (ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, the Borrower shall cause such Subsidiary5.6 and 5.7, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary and the Subsidiary Guaranty, cause as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its respective organizational documentsterms, to guarantee except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Obligations enforcement of creditors’ rights generally and the Hedge Obligations and become by general equitable principles. (b) At any time in which a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement Guaranty shall be updated in existence, the holders of the Notes agree to reflect discharge and release any Subsidiary Guarantor from such Subsidiary Guaranty upon receipt of written notice from the addition Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary as a Guarantor. Without limiting the foregoing, each Guarantor under such Subsidiary shall be Guaranty) as an obligor and guarantor under and in compliance with respect of the representations contained Bank Credit Agreement and each Debt Agreement of the Company and the Company so certifies to the holders of the Notes in §6.30a certificate of a Responsible Officer, which may not be waived without (ii) at the written consent time of each Lender. In connection with the delivery of any Guarantor Joinder Agreementsuch release and discharge, the Borrower Company shall deliver a certificate of a Responsible Officer to the Agent holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such organizational agreementsrelease, resolutions, consents, opinions and other documents and instruments as holders of the Agent may reasonably requireNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. (a) At all times prior to either of the Obligors or any of the Obligors’ Subsidiaries becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause (i) each of their Subsidiaries (other than Excluded Subsidiaries), including, without limitation, each of their Subsidiaries (other than Excluded Subsidiaries) first formed or acquired after the date hereof, to enter into a Subsidiary Guaranty (promptly and in any event, within 30 days after the formation or acquisition of such Subsidiary, to enter into a joinder agreement in respect of the existing Subsidiary Guaranty and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c)), and (ii) each Subsidiary that had previously been an Excluded Subsidiary that ceases to be an Excluded Subsidiary to enter into a joinder agreement in respect of the Subsidiary Guaranty and deliver to the holders of Notes all of the documents required under Section 9.5(c). In addition to, and without limiting the event that requirement in the Borrower shall request that certain Real Estate immediately preceding sentence, at all times prior to the Obligor or any Subsidiary becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause any Subsidiary which is required by the terms of any Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of a Obligor is outstanding) to become a party to, or otherwise guarantee, Debt outstanding under a Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and deliver to each of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance holders of Notes (concurrently with the terms hereofincurrence of any such obligation pursuant to a Bank Credit Agreement or such other agreement) all of the documents required under Section 9.5(c). (b) On and after the date either of the Obligors or any of the Obligors’ Subsidiaries becomes obligated in respect of any Capital Markets Indebtedness, Parent Company the Obligors shall cause each such of their Subsidiaries that is not already a Subsidiary Guarantor and to which any of the following conditions applies to execute and deliver to the holders of the Notes a joinder agreement in respect of the existing Subsidiary Guaranty (or if the Subsidiary Guaranty has previously been terminated because all Subsidiary Guarantors party to it have been released pursuant to Section 9.5(d) below, a Subsidiary Guaranty) and any entity having an interest in deliver to the holders of Notes the other items required to be delivered under Section 9.5(c): (i) such Subsidiary of Parent Company unless not required by an Obligor Guarantees, or otherwise becomes obligated in respect of any Debt of an Obligor or any Subsidiary of an Obligor (other than an Excluded Subsidiary guaranteeing or otherwise becoming obligated in respect of the AgentDebt of another Excluded Subsidiary); or (ii) (A) such Subsidiary owns an Unencumbered Property and (B) such Subsidiary, or any other Subsidiary of an Obligor that directly or indirectly owns any stock or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and other equity interests in such Subsidiary shall become an “Additional has incurred, acquired or suffered to exist any Debt that is Recourse. (c) Each joinder agreement in respect of the Subsidiary Guarantor” hereunder. In addition, in the event any Guaranty or new Subsidiary Guaranty delivered by a Subsidiary of the Borrower Obligors under the immediately preceding subsections (a) and (b) shall constitute be accompanied by each of the following: (i) a Material Subsidiarycertificate signed by an authorized, responsible officer of the Borrower shall cause such SubsidiaryObligors making representations and warranties to the effect of those contained in Sections 5.4, as a condition to such Subsidiary’s becoming a guarantor or other obligor 5.6 and 5.7 hereof, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (ii) a certificate of the Secretary (or other Unsecured Debt described thereinappropriate officer) of the new Subsidiary Guarantor as to due authorization, cause each charter documents, board resolutions and the incumbency of officers; (iii) an opinion of counsel (who may be in-house counsel for the Obligors) addressed to the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, enforceable in accordance with its respective organizational documentsterms, except as any enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (iv) if the Intercreditor Agreement is still in effect at such time, a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor or, if the Intercreditor Agreement is not in effect, but an intercreditor agreement would be required at such time under the Bank Credit Agreement , a counterpart of such intercreditor agreement signed by such Subsidiary Guarantor (such Intercreditor Agreement being in form and substance reasonably satisfactory to guarantee the Obligations and Required Holders, the Hedge Obligations and become “Future Intercreditor Agreement”); and (v) (to the extent not already a party to the Contribution Intercreditor Agreement or a Future Intercreditor Agreement, as the case may be) a joinder to the Intercreditor Agreement or the Future Intercreditor Agreement, as the case may be, signed by each of the holders of Debt of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor; and (d) The Obligors may request in writing that the holders of outstanding Notes release, and upon receipt of such request the holders of outstanding Notes shall release a Subsidiary Guarantor from the Subsidiary Guaranty so long as: (i) such Subsidiary Guarantor is not required to be a party to the Subsidiary Guaranty under Section 9.5(a) or 9.5(b); (ii) no Default or Event of Default shall have occurred and be continuing at the time of such request or the effectiveness of such request; (iii) all of the representations and warranties of the Obligors contained in Section 5 of this Agreement (other than representations and warranties which expressly speak as of a different time) shall be true and correct in all material respects at the time of such request and at the time of the effectiveness of such request; (iv) the holders of outstanding Notes shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the holders of outstanding Notes) prior to the requested date of release; and (v) if in connection with such Subsidiary Guarantor being released and discharged under any agreement pursuant to which Debt of an Obligor is outstanding, any fee or other form of consideration is given to any holder of Debt under such agreement for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith. Parent Company Delivery by the Obligors of any such request shall further cause all representations, covenants and agreements constitute a representation by each Obligor that the matters set forth in the Loan Documents with respect to preceding sentence (both as of the Borrower date of giving such request and Guarantors to be as of the date of the effectiveness of such request) are true and correct with respect to each such Additional Subsidiary Guarantorrequest. In the event of any such release, and the schedules to this Agreement shall be updated to reflect the addition for purposes of such Subsidiary as a Guarantor. Without limiting the foregoingSection 10.9, each all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release.” (b) Clause (ii) of Section 10.3(e) of the Note Purchase Agreement shall be replaced in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments its entirety as the Agent may reasonably require.follows:

Additional Subsidiary Guarantors. In (i) If at any time a member of the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Senior Management Team of the Borrower shall constitute a Material Subsidiaryhas actual knowledge that the aggregate assets of all of the Borrower’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such Subsidiaryconsolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a condition to such Subsidiary’s becoming a guarantor of obligations of its Affiliates or other obligor with respect to such third parties), other Unsecured Debt described thereinthan the Indebtedness hereunder, then in the case of clause (x) or (y), the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall an executed Supplement to become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorizedand appropriate corporate resolutions, opinions and other documentation in accordance with its respective organizational documents, to guarantee the Obligations form and the Hedge Obligations and become a party substance reasonably satisfactory to the Contribution Agreement. Parent Company shall further cause all representationsAdministrative Agent in connection therewith, covenants such Supplement and agreements in the Loan Documents with respect other documentation to be delivered to the Borrower and Guarantors Administrative Agent prior to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection or concurrently with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirein its sole discretion).

Additional Subsidiary Guarantors. (a) In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower be included in as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Pool and such Real Estate is approved for inclusion Value, Borrower shall as a condition thereto, in addition to the Unencumbered Asset Pool in accordance with the terms hereofrequirements of §7.22, Parent Company shall cause each such Subsidiary not already constituting a Subsidiary Guarantor hereunder (and any entity other Subsidiary of Borrower having an ownership interest in such Subsidiary of Parent Company unless not required by the AgentBorrower) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary (and any such other Subsidiary having an ownership interest in such Subsidiary) shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary's becoming a guarantor or other obligor with respect to such other Unsecured Indebtedness described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall promptly execute and deliver to Agent a Joinder Agreement), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become an “Additional a Subsidiary Guarantor” Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material SubsidiarySubsidiary pursuant to clause (c) of the definition thereof, the Borrower shall cause such Subsidiary, within thirty (30) days (or such later date as a condition agreed to by Agent) of such Subsidiary’s Subsidiary becoming a guarantor or other obligor with respect Material Subsidiary pursuant to such other Unsecured Debt described thereinclause (c) of the definition thereof, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documentsdocuments and applicable law, to guarantee be a Guarantor hereunder. Without limiting the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company terms of this agreement, Borrower shall further cause all representations, covenants and agreements representations in the Loan Documents with respect that apply to the Borrower and Guarantors to be true and correct in all material respects, with respect to each such Additional new Subsidiary Guarantor, and at the schedules to this Agreement shall be updated to reflect the addition of time each such Subsidiary as becomes a GuarantorSubsidiary Guarantor (unless such representations apply to any earlier date). Without limiting the foregoingterms of this Agreement, Borrower shall cause all covenants in the Loan Documents that apply to the Guarantors to be true and correct, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lenderbecomes a Subsidiary Guarantor. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days (or such shorter period to which Agent may agree) prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to the Agent a certificate pursuant to which an Authorized Officer of Borrower certifies (together with such other evidence as Agent may reasonably request to confirm) that either (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor, all of the assets of such Subsidiary Guarantor shall be liquidated and transferred to Borrower or another Subsidiary Guarantor, or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be contributed to an Unconsolidated Affiliate or disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries, and the net cash proceeds from such disposition are being distributed directly or indirectly to the Borrower or any Subsidiary Guarantor in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor and (ii) would not be required to be a Guarantor pursuant to clause (c) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT or General Partner, which may only be released upon the written approval of Agent and all of the Lenders. (c) Notwithstanding the terms of §5.2(a) and (b), from and after any date that Agent first receives written notice from Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the Credit Agreement, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (b) of the definition thereof. In the event that at any time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement and shall further cause to be satisfied within such thirty (30) day period (or such longer period as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.2(c) entitle REIT or General Partner to be released from the Guaranty. For the avoidance of doubt, if at any time during which the Borrower has an Investment Grade Rating the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a Guarantor by executing a Joinder Agreement and comply with the provisions of §5.2(a) as a condition to such Subsidiary's becoming a guarantor or other obligor with respect to such other Unsecured Indebtedness regardless of whether Borrower has obtained an Investment Grade Rating.

Additional Subsidiary Guarantors. In the event that the (a) The Parent Borrower shall request that certain Real Estate will cause any and all of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool its direct and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereofindirect Material Domestic Subsidiaries, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly whether newly formed, after acquired or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estateotherwise existing, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall promptly become a Subsidiary Guarantor hereunderhereunder by way of execution of a Joinder Agreement. Each Furthermore, within thirty (30) days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to the Domestic Administrative Agent pursuant to Section 7.01(a) and/or (b), the Parent Borrower will cause such Additional Domestic Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Guarantor hereunder by way of execution of a Joinder Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreementforegoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational agreements, resolutions, consents, opinions and other documents and instruments opinions of in-house counsel as the Domestic Administrative Agent may reasonably requirerequest. (b) If at any time any Subsidiary that is not required to be a Subsidiary Guarantor hereunder provides a guarantee of the Parent Borrower's obligations under any indentures or other documents evidencing any of the Senior Notes, the Parent Borrower will then promptly cause such Subsidiary to become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request. (c) If, at the end of a fiscal quarter, the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (other than the aggregate net revenues of Graybar Services, Inc., Graybar Commerce Corporation and Graybar Financial Services, Inc. and their respective Subsidiaries) exceeds 10% of the aggregate net revenues of the Parent Borrower and its Subsidiaries for the last twelve month period ended as of the end of such fiscal quarter, the Parent Borrower shall cause Domestic Subsidiaries that are not Credit Parties to become Guarantors by executing and delivering to the Domestic Administrative Agent a Joinder Agreement as and to the extent required so that the aggregate net revenues attributable to Domestic Subsidiaries that are not Credit Parties (other than the aggregate net revenues of Graybar Services, Inc., Graybar Commerce Corporation and Graybar Financial Services, Inc. and their respective Subsidiaries) no longer exceeds 10% of the aggregate net revenues of the Parent Borrower and its Subsidiaries for the last twelve month period ended as of the end of such fiscal quarter. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent (a) The Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall will cause each such new Domestic Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent is a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event of any Subsidiary Credit Facility of the Borrower shall constitute Company or a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Domestic Subsidiary to execute and deliver to Agent the Trustee a Joinder Agreement, and supplemental indenture pursuant to which such Subsidiary shall become will Guarantee payment of the Notes. In addition, the Company will cause each Foreign Subsidiary that becomes a Guarantor of any Credit Facility of the Company or a Domestic Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will Guarantee payment of the Notes. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor hereunderwithout rendering the Subsidiary Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) Following the first day (the “Suspension Date”) that: (1) the Notes have an Investment Grade Rating from both of the Rating Agencies; and (2) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries shall not be subject to Section 4.08(a) (the “Suspended Covenant”). (c) In addition, upon the occurrence of a Suspension Date, the Company may elect to suspend the Subsidiary Guarantees. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with In the event that the Company and its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party Restricted Subsidiaries are not subject to the Contribution Agreement. Parent Suspended Covenant for any period of time as a result of the foregoing and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company shall further cause all representations, covenants and agreements in its Restricted Subsidiaries will thereafter again be subject to the Loan Documents Suspended Covenant with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, future events and the schedules Subsidiary Guarantees will be reinstated to the extent required by this Agreement shall Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenant may be updated reinstated, no default will be deemed to reflect the addition of such Subsidiary have occurred as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance result of a failure to comply with the representations contained in §6.30, which may not be waived without Suspended Covenant during the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSuspension Period.

Additional Subsidiary Guarantors. In (A) On and after the date hereof, the Company will cause each of the Company’s Subsidiaries that is not an Excluded Subsidiary to promptly (but in any event within forty-five (45) calendar days of (x) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (y) the Borrower shall request that certain Real Estate acquisition or formation of a Subsidiary of Parent Company which is not an Excluded Subsidiary): (i) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be included in the Unencumbered Asset Pool a Subsidiary Guarantor under this Indenture and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with be bound by the terms hereofof this Indenture applicable to Subsidiary Guarantors, Parent including, but not limited to, Article 12; provided that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized by such Subsidiary Guarantor; and (B) such Guarantee and joinders to any applicable Collateral Documents pursuant to Section 3.19(B) constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Guarantee. (B) In addition, the Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants applicable Collateral Documents and agreements in the Loan Documents with respect take such actions required thereby to grant to the Borrower Collateral Agent, for the benefit of itself, the Trustee and Guarantors to be true and correct with respect to each the Holders, a perfected security interest in any Collateral held by such Additional Subsidiary Guarantor, and subject to Permitted Liens, including, if required by the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Intercreditor Agreement, the Borrower shall deliver executing and delivering a joinder to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireIntercreditor Agreement.

Additional Subsidiary Guarantors. In The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the event that Company (other than Special Purpose Entities) are Subsidiary Guarantors under the Borrower Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to SECTION 8.5, the Company or any of its Subsidiaries shall request that certain Real Estate of form or acquire any new Subsidiary after the date hereof (or any Subsidiary ceases to be a Special Purpose Entity), the Company or such Subsidiary will cause such new Subsidiary (a) to execute and deliver a joinder agreement to the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Subsidiary of Parent Company be included Guarantor, (b) to execute and deliver such collateral security agreements, instrument and other documents, including security agreements, stock pledge and control agreements and intellectual property security agreements, in form and substance satisfactory to the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereofPurchaser, Parent Company shall cause each under which such Subsidiary (would grant a valid first priority security interest and any entity having an interest in lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary of Parent Company unless not required by under the AgentSubsidiary Guaranty; (c) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of if such Real EstateSubsidiary has any Subsidiaries, to execute and deliver pledge agreements, together with (i) certificates representing all of the Capital Stock of any Person owned by such Subsidiary and (ii) undated stock powers executed in blank, (d) to Agent a Guarantor Joinder Agreementexecute and deliver such other agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and maintain the first priority of any Lien in favor of the Purchaser or to effect the intent that such Subsidiary shall become an “Additional bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Guarantor” hereunderGuarantors are parties, and (e) to deliver opinions of counsel to the Company or such Subsidiary as to such matters as the Purchaser may request. In addition, the Company shall grant to the Purchaser a valid first priority perfected security interest in the event Capital Stock of any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee secure the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representationsPurchaser, covenants and agreements in the Loan Documents with respect subject to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSECTION 7.17.

Additional Subsidiary Guarantors. In Cause each of its Subsidiaries acquired or formed after the event that date hereof to become a "Subsidiary Guarantor" under the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool Multicare Guaranty and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having thereby an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services "Obligor" hereunder pursuant to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder an Assumption Agreement, and shall deliver such Subsidiary proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Obligors pursuant to Article 5 hereof upon the Closing Date or as the Administrative Agent shall have reasonably requested; provided that (a) each of Berkeley Haven Limited Partnership, Canterbury of Shepherdstown Limited Partnership, Care Haven Associates Limited Partnership, Glenmark Properties I, Limited Partnership and Marlinton Associates Limited Partnership (collectively, the "Glenmark Partnerships") shall not be required to become an “Additional a "Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause " hereunder until such Subsidiary, time as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary Glenmark Partnership shall become a wholly-owned Subsidiary Guarantor hereunder. Each such Additional of any Obligor and (b) any Subsidiary Guarantor acquired or formed after the date hereof shall not be specifically authorized, in accordance with its respective organizational documents, required to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional "Subsidiary Guarantor, " under the Multicare Guaranty and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each an "Obligor" hereunder if such Subsidiary shall be in compliance liable with respect to Permitted Acquisition Debt provided that (i) the representations contained in §6.30, which may original principal amount of such Permitted Acquisition Debt shall not be waived without less than 66 2/3% of the written consent value of each Lender. In connection with all Property held by such Subsidiary (such value to be reasonably determined by the delivery Administrative Agent and, unless such valuation shall be unreasonable, such value shall be deemed to be the acquisition price), (ii) the aggregate value of all Property held by such Subsidiary and all other Consolidated Entities who are liable for Permitted Acquisition Debt (such value to be reasonably determined by the Administrative Agent and, unless such valuation shall be unreasonable, such value shall be deemed to be the respective acquisition prices) shall not exceed the result of (A) $30,000,000 minus (B) the product of (x) 1.50 times (y) the value of all Property subject to any Guarantor Joinder Agreementconditional sale or other title retention agreement or a Capital Lease entered into after the Initial Closing Date (such value to be reasonably determined by the Administrative Agent and, unless such valuation shall be unreasonable, such valuation shall be deemed to be the Borrower acquisition price), (iii) no Default or Event of Default exists or would exist after giving effect to such Acquisition and (iv) if such Subsidiary shall deliver cease to the Agent be liable for such organizational agreementsPermitted Acquisition Debt, resolutions, consents, opinions it shall then become a "Subsidiary Guarantor" and other documents and instruments as the Agent may reasonably requirean "Obligor" hereunder.

Additional Subsidiary Guarantors. In The Company will cause any Domestic Subsidiary which becomes an obligor, co-obligor or guarantor in respect of Debt under the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services Bank Credit Agreement to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with becoming an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement. Parent Company shall further cause all representations, covenants and agreements ) the following items: (a) a supplement to the Subsidiary Guaranty in the Loan Documents form of Exhibit A to the Subsidiary Guaranty (a "Guaranty Supplement"); (b) a certificate signed by an authorized Responsible Officer making representations and warranties to the effect of those contained in Sections 5.2, 5.4, 5.6 and 5.7, with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Borrower and Guarantors to be true and correct with respect Company) addressed to each such Additional Subsidiary Guarantor, and of the schedules to this Agreement holders of the Notes which opinion shall be updated satisfactory to reflect the addition Required Holders, to the effect that the Guaranty Supplement has been duly authorized, executed and delivered and that such Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as a Guarantor. Without limiting an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent enforcement of each Lendercreditors' rights generally and by general equitable principles. In connection with any amendment, extension, renewal, replacement or refinancing of the delivery of any Guarantor Joinder AgreementBank Credit Agreement after the Closing Date, the Borrower Company shall cause such amended, extended, renewed, replaced or refinanced Bank Credit Agreement to permit the Notes to be guaranteed by, and the Company shall cause the Notes to be guaranteed by, each Foreign Subsidiary that shall then be or thereafter become an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement and upon any Foreign Subsidiary becoming obligated hereunder to guaranty the Notes, such Foreign Subsidiary shall deliver to each of the Agent holders of the Notes the items described in clauses (a), (b) and (c) of this Section 9.9. Anything in this Section 9.9 to the contrary notwithstanding, a Foreign Subsidiary that is or becomes a borrower under the Bank Credit Agreement shall not be deemed to be an obligor, guarantor or co-obligor of obligations existing under the Bank Credit Agreement for purposes of this Section 9.9 if such organizational agreements, resolutions, consents, opinions and Subsidiary shall have no obligations under the Bank Credit Agreement or any other documents and instruments as agreement or instrument for the Agent may reasonably requirerepayment of any Debt outstanding under the Bank Credit Agreement (whether upon default by any party to the Bank Credit Agreement or otherwise) other than Debt directly borrowed by such Subsidiary.

Additional Subsidiary Guarantors. In (a) On and after the date hereof, the Company will cause each of the Company’s Subsidiaries that is not an Excluded Subsidiary to promptly (but in any event within thirty (30) calendar days of (i) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (ii) the Borrower shall request that certain Real Estate acquisition or formation of a Subsidiary of Parent Company which is not an Excluded Subsidiary): (i) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be included in the Unencumbered Asset Pool a Subsidiary Guarantor under this Indenture and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with be bound by the terms hereofof this Indenture applicable to Subsidiary Guarantors, Parent including, but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor; and (B) such Note Guarantee and joinders to any applicable Related Collateral Documents pursuant to Section 4.18(b) constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other customary exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guarantee. (b) In addition, the Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants applicable Related Collateral Documents and agreements in the Loan Documents with respect take such actions required thereby to grant to the Borrower Collateral Agent, for the benefit of itself, the Trustee and Guarantors to be true and correct with respect to each the Holders, a perfected security interest in any Collateral held by such Additional Subsidiary Guarantor, and the schedules subject to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirePermitted Liens.

Additional Subsidiary Guarantors. In the event that the Borrower The initial Guarantors hereunder shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool SEGI and such Real Estate is approved for inclusion in of the Unencumbered Asset Pool in accordance with Subsidiaries of SEGI as are signatories hereto on the terms date hereof. From time to time subsequent to the date hereof, Parent Company shall cause additional Subsidiaries of SEGI may become parties hereto, as additional Guarantors, by executing a counterpart of this Guaranty. Upon delivery of any such counterpart to Lender, notice of which is hereby waived by Guarantors, each such Subsidiary (and any entity having additional Guarantor shall be as fully a party hereto as if such Guarantor were an interest in such Subsidiary of Parent Company unless original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not required be affected or diminished by the Agent) that directly addition or indirectly owns or that provides services release of any other Guarantor hereunder, nor by any election of Lender not to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event cause any Subsidiary of the Borrower SEGI to become an additional Guarantor hereunder. This Guaranty shall constitute be fully effective as to any Guarantor that is or becomes a Material Subsidiary, the Borrower shall cause such Subsidiary, as party hereto regardless of whether any other Person becomes or fails to become or ceases to be a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorizedfrom time to time cause any present wholly owned subsidiary of Guarantor or future wholly owned subsidiary of Guarantor, within 30 days after any such Person becomes a Subsidiary, that is not a Guarantor to join this Guaranty as a Guarantor pursuant to a joinder agreement in accordance with its respective organizational documents, form and substance satisfactory to the Lender unless such Subsidiary is a Subsidiary organized under the laws of a jurisdiction outside of the United States and under applicable foreign law; such Subsidiary is not permitted to guarantee the Obligations Credit Obligations. Each Guarantor will, promptly upon the request of Lender from time to time, execute, acknowledge and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantordeliver, and file and record, all such instruments, and take all such action, as Lender deems necessary or advisable to carry out the schedules to intent and purposes of this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireSection 4.11.

Additional Subsidiary Guarantors. In (i) If at any time a member of the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Senior Management Team of the Borrower shall constitute a Material Subsidiaryhas actual knowledge that the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such Subsidiarydomestic consolidated Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a condition to such Subsidiary’s becoming a guarantor of obligations of its Affiliates or other obligor with respect to such third parties), other Unsecured Debt described thereinthan the Indebtedness hereunder, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall an executed Supplement to become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorizedand appropriate corporate resolutions, opinions and other documentation in accordance with its respective organizational documents, to guarantee the Obligations form and the Hedge Obligations and become a party substance reasonably satisfactory to the Contribution Agreement. Parent Company shall further cause all representationsAdministrative Agent in connection therewith, covenants such Supplement and agreements in the Loan Documents with respect other documentation to be delivered to the Borrower and Guarantors Administrative Agent prior to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection or concurrently with the delivery of the guaranty of such other Indebtedness. For the avoidance of doubt, and without limiting any Guarantor Joinder Agreementother provision of this Section 7.2(K), the Borrower shall deliver cause Supplements to the Agent such organizational agreementsSubsidiary Guaranty, and appropriate corporate resolutions, consents, opinions and other documents documentation in form and instruments substance reasonably satisfactory to the Administrative Agent in connection therewith, to be delivered by each “Subsidiary Guarantor” described in clause (i) of the definition of “Subsidiary Guarantors” in the Term Loan Credit Agreement that is not already a Subsidiary Guarantor as and when such guarantees and related deliveries are delivered under the Agent may reasonably requireTerm Loan Credit Agreement.

Additional Subsidiary Guarantors. In (a) The Company (i) will cause each Domestic Subsidiary which delivers a Guaranty in favor of the event that banks under the Borrower shall request that certain Real Estate Bank Credit Agreement, or the administrative agent on behalf of such banks, to concurrently become a Subsidiary Guarantor, and (ii) may, at its election, at any time or from time to time, cause any other Subsidiary which is not then a Subsidiary Guarantor to become a Subsidiary Guarantor, by, in each case, satisfying the following conditions: (A) each holder of a Note shall have received an executed Subsidiary Guaranty or a joinder agreement in respect of Parent the Subsidiary Guaranty from such new Subsidiary Guarantor; (B) a certificate signed by an authorized Responsible Officer of the Company be included in the Unencumbered Asset Pool making representations and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services warranties to the Real Estate similar to effect of those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estatecontained in Sections 5.4, to execute 5.6 and deliver to Agent a Guarantor Joinder Agreement5.7, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (C) each holder of a Note shall have received a certificate of the Secretary or a Director (or other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a appropriate officer or person) of the new Subsidiary Guarantor hereunder. Each as to due authorization, charter documents, board resolutions and the incumbency of officers; (D) each holder of a Note shall have received an opinion or opinions of counsel in all applicable jurisdictions addressed to each of the holders of the Notes satisfactory to the Required Holders, to the combined effect that the Subsidiary Guaranty by such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its respective organizational documentsterms, to guarantee except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Obligations enforcement of creditors’ rights generally and by general equitable principles; (E) if such new Subsidiary Guarantor is incorporated in a jurisdiction other than the Hedge Obligations and become United States, each holder of a party Note shall have received evidence of the appointment of the Company (or any successor to the Contribution Agreement. Parent Company shall further cause all representationsduties thereof) as such new Subsidiary Guarantor’s agent to receive, covenants for it and agreements on its behalf, service of process in the Loan Documents United States with respect thereto; (F) the reasonable fees, charges and disbursements of a special counsel to the Borrower and Guarantors to be true and correct holders of the Notes in connection with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition accession of such Subsidiary as Guarantor shall have been paid; and (G) each holder of a Guarantor. Without limiting Note shall have received a certificate of a Senior Financial Officer of the foregoing, each Company certifying that at such time and immediately after giving effect to such Subsidiary Guaranty no Default or Event of Default shall have occurred and be continuing. AVON PRODUCTS, INC. NOTE PURCHASE AGREEMENT (b) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor other than ACC may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty, (iii) such Subsidiary is not a party to, nor obligated under, any Guaranty of the Bank Credit Agreement and (iv) each holder of Notes shall have received a certificate of a Senior Financial Officer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireforegoing requirements.

Additional Subsidiary Guarantors. In Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event that the Borrower shall request that certain Real Estate within thirty (30) days), cause such Person (a) if such Person is a Material Subsidiary or a guarantor of a Private Placement, to become a Subsidiary of Parent Company be included in the Unencumbered Asset Pool Guarantor, on a joint and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance several basis with the terms hereofall other Subsidiary Guarantors, Parent Company shall cause each such Subsidiary (by executing and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services delivering to the Real Estate similar Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to the Administrative Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary documents of the Borrower types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall constitute a Material Subsidiarycover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and shall be addressed to the Administrative Agent and each of the Lenders), all in form, content and scope reasonably satisfactory to the Administrative Agent. No Foreign Subsidiary may become a Designated Borrower shall cause if it would be illegal for any Lender to lend to such Foreign Subsidiary, as reasonably determined by such Lender. A Foreign Subsidiary that (a) can become a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary Guarantor for all the Obligations without adverse tax consequences, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional for all of the Obligations, or (b) cannot become a Subsidiary Guarantor for all of the Obligations, but can become a Subsidiary Guarantor for a portion of the Obligations, without adverse tax consequences, shall be specifically authorized, in accordance with its respective organizational documents, to guarantee become a Subsidiary Guarantor for only such portion of the Obligations and the Hedge Obligations and as will not result in adverse tax consequences; provided, however, that if such Foreign Subsidiary is a guarantor of a Private Placement, it shall become a party to Subsidiary Guarantor for all of the Contribution Agreement. Parent Company shall further cause all representationsObligations or, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition if its guaranty of such Private Placement is limited to avoid adverse tax consequences, it shall become a Subsidiary Guarantor for only such portion of the Obligations as will not result in adverse tax consequences consistent with the limitation on its guaranty of such Private Placement; and provided, further, that if any such Foreign Subsidiary cannot become a Guarantor. Without limiting Subsidiary Guarantor for any of the foregoingObligations without adverse tax consequences, each then sixty-six percent (66%) of the equity interests in such Foreign Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver pledged to the Administrative Agent for its benefit and the benefit of the Lenders pursuant to such organizational agreements, resolutions, consents, opinions and other documents and instruments documentation as the Administrative Agent may shall reasonably require.

Additional Subsidiary Guarantors. In (i) On or prior to the event Diligence Deadline, the Company shall furnish to the Administrative Agent any information that the Borrower shall Administrative Agent or the Collateral Agent may reasonably request that certain Real Estate regarding the Additional Subsidiary Guarantors and their respective Accounts and Inventory. The Administrative Agent or the Collateral Agent may, at the Company’s sole cost and expense, take such actions as specified in Section 10.17 of a the Credit Agreement in relation to the Additional Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance Guarantors (except with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services respect to the Real Estate similar Property owned by the Additional Subsidiary Guarantors unless (x) the Company at its election requests the Administrative Agent to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of include such Real EstateProperty in the Borrowing Base or (y) a Mortgage is required pursuant to Section 10.15 of the Credit Agreement) in a manner and through any medium that the Administrative Agent or the Collateral Agent considers reasonably advisable (the “Required Diligence”) and the Company shall furnish all such assistance and information as the Administrative Agent may require in connection with the Required Diligence. For the avoidance of doubt, to execute the parties hereto agree that the limitation on (i) Appraisals, investigations and deliver to Agent a Guarantor Joinder reviews set forth in Section 10.17(b) of the Credit Agreement and (ii) verifications and reports set forth in Section 10.17(d) of the Credit Agreement, and shall not apply to the Required Diligence on a one-time basis. Notwithstanding the foregoing, the only consequence of the Required Diligence not being completed prior to the Diligence Deadline is as set forth in Section 4 hereof; (ii) The Company shall provide to the Administrative Agent, no later than sixty (60) days (or such longer period as the Administrative Agent may agree) following the date that any Domestic Subsidiary shall become acquired in connection with the Colomer Acquisition becomes an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each (A) all certificated Stock owned by such Additional Subsidiary Guarantor shall required to be specifically authorized, in accordance with its respective organizational documents, pledged pursuant to guarantee the Obligations provisions of the Credit Agreement and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representationsother Loan Documents, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to (B) an executed Deposit Account Control Agreement for each Deposit Account held by such Additional Subsidiary Guarantor, Guarantor required to be subject to a Deposit Account Control Agreement pursuant to the provisions of the Credit Agreement and the schedules other Loan Documents and (C) an executed Securities Account Control Agreement for each Securities Account held by such Additional Subsidiary Guarantor required to this be subject to a Securities Account Control Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver pursuant to the Agent such organizational agreements, resolutions, consents, opinions provisions of the Credit Agreement and the other documents and instruments as the Agent may reasonably requireLoan Documents.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent The Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall will cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary which becomes a co-obligor or guarantor in respect of Debt under the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition Bank Credit Agreement to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Subsidiary Guaranty Agreement and deliver to each of the holders of Notes (concurrently with becoming a co-obligor or guarantor in respect of Debt under the Bank Credit Agreement. Parent Company shall further cause all representations, covenants and agreements ) the following items: (a) a supplement to the Subsidiary Guaranty in the Loan Documents form of Exhibit A to the Subsidiary Guaranty (a “Supplement”); (b) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Section 5 (other than those contained in Sections 5.3, 5.5, 5.13 and 5.14), with respect to such Subsidiary, the Borrower Subsidiary Guaranty Agreement and Guarantors each Security Document to which it is or will become a party; and (c) an opinion of counsel (who may be true and correct with respect in-house counsel for the Company) addressed to each of the holders of Notes satisfactory to the Required Holders, to the effect that the Supplement entered into by such Additional Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty Agreement and each Security Document to which such Subsidiary is a party constitute the legal, valid and binding obligations of such Person enforceable against such Person in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The holders of Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement, and, to the extent provided for in the Security Documents, to direct the Collateral Agent on behalf of the holders of Notes to discharge and release all assets of such Subsidiary Guarantor from Liens arising under the Security Documents, in each case upon the written request of the Company, provided that (1) such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty Agreement) as an obligor and guarantor under and in respect of the Bank Credit Agreement and the Company so certifies to the holders of Notes in a certificate of a Responsible Officer of the Company, (2) at the time of such release, the Consolidated Net Debt to EBITDA Ratio shall be less than 2:00 to 1:00, (3) at the time of such release and discharge, the Company shall have delivered a certificate of a Responsible Officer of the Company to the holders of Notes evidencing compliance with the requirement of the immediately preceding clause (2) and stating that no Default or Event of Default exists or will result from such release and discharge and (4) if any fee or other form of consideration is given to any party to the Bank Credit Agreement expressly for the purpose of its release of such Subsidiary Guarantor, and the schedules to this Agreement holders of Notes shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirereceive equivalent consideration.

Additional Subsidiary Guarantors. In As and to the event extent that the (i) Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower be included as an Unencumbered Property in connection with the Unencumbered Asset Pool request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion in the as an Unencumbered Asset Pool Property in accordance with the terms hereofhereof or (ii) any Wholly-Owned Subsidiary of the Borrower becomes a borrower or a guarantor of, Parent Company or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in each case, Borrower shall cause each such Subsidiary (and any entity having an interest in such nd each other Subsidiary of Parent Company unless not required by the Agent) that directly is a Direct Owner or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary Indirect Owner thereof to execute and deliver to Agent a Joinder AgreementAgreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunderhereunder and to execute such Loan Documents as the Agent may reasonably require; provided that no such Person shall become a Subsidiary Guarantor hereunder until all information requested by the Agent and each Lender in order for Agent or such Lender to comply with applicable “know your customer” and Anti-Money Laundering Laws with respect to such Person shall have been received and the Agent and each such Lender shall have completed such compliance processes with respect to such Person. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become be a party to the Contribution AgreementSubsidiary Guarantor hereunder. Parent Company Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Subsidiary Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, from and after the schedules to this Agreement shall be updated to reflect the addition of date such Subsidiary as executes and delivers a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each LenderJoinder Agreement. In connection with the delivery of any Guarantor such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and a) If any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Domestic Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event guarantee any Subsidiary Material Indebtedness of the Borrower shall constitute a Material SubsidiaryBorrower, the Borrower shall will cause, concurrently with the execution of any such guarantee of Material Indebtedness, such Subsidiary and only such Subsidiary to become a Subsidiary Guarantor and cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver a counterpart to Agent a Joinder Agreementthe Subsidiary Guaranty Agreement together with such certificates, opinions and other documents with respect to such Subsidiary shall become of the type that were delivered pursuant to Section 5.1(b) on the Closing Date with respect to the Borrower as reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. (b) Upon the occurrence of a Subsidiary Guarantor hereunder. Each such Additional Release Event, a Subsidiary Guarantor shall be specifically authorized, in accordance with automatically released from the Subsidiary Guaranty Agreement so long as such Guarantor is not (or simultaneously upon its respective organizational documents, release will not be) otherwise required to guarantee be a party to the Obligations Subsidiary Guaranty Agreement under the immediately preceding subsection (a). The Borrower shall deliver notice of such Guarantor Release Event to the Administrative Agent which notice shall be deemed to constitute a certification that a Guarantor Release Event has occurred and the Hedge Obligations Administrative Agent shall execute such documentation as may be reasonably requested by the Borrower and such Subsidiary to evidence such release. (a) If at any time any Wholly-Owned Domestic Subsidiary of the Borrower is created, established or acquired and such Wholly Owned Domestic Subsidiary is (or would have been if at such time it had been a Wholly Owned Domestic Subsidiary of the Borrower), on the last day of the most recently ended Test Period for which financial statements have been or are required to have been delivered pursuant to Section 7.1(a) or (b), as applicable, a Material Subsidiary (with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, establishment or acquisition), the Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will as promptly as practicable, and in any event within sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Contribution Agreement. Parent Company Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall further cause all representations, covenants not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and agreements in the Loan Documents with respect until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and Guarantors which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be true made in good faith on a pro forma basis to give effect to the respective transfers of assets), and correct if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with respect to each such Additional the provisions of this Section 7.12(a) as if the respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary. It is hereby understood and agreed that upon any Subsidiary being released as a “Subsidiary Guarantor” and being released from its obligations under the “Subsidiary Guaranty” in each case under (and as defined in) the Revolving Credit Agreement, and the schedules to this Agreement such Subsidiary shall be updated to reflect the addition of such Subsidiary concurrently and automatically be released as a GuarantorSubsidiary Guarantor hereunder and be released from its obligations under the Subsidiary Guaranty. Without limiting the foregoing and notwithstanding the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver at all times cause each Subsidiary which is then a “Subsidiary Guarantor” (as defined in either of the Revolving Credit Agreement or the 364-Day Term Loan Agreement) to be a Subsidiary Guarantor hereunder. (b) If, on the date of delivery by the Borrower of each of the financial statements required to be delivered pursuant to Sections 7.1(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the Borrower that is not a Subsidiary Guarantor at such time would, as of the last day of the fiscal quarter or fiscal year for which such financial statements are required to be delivered, qualify as a Material Subsidiary, then the Borrower will, within 10 Business Days notify the Administrative Agent thereof and, as promptly as practicable, and in any event within sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, cause each Wholly Owned Domestic Subsidiary of the Borrower (other than such Wholly-Owned Domestic Subsidiaries as will not constitute Material Subsidiaries after the taking of the actions required by this Section 7.12(b)) to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Agent Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such organizational agreementsWholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(b)), resolutionsthat such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, consentsif earlier) of the respective financial statements, opinions and other documents and instruments because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent may reasonably requirethereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of this Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(b) as if the respective transferee were a Material Subsidiary on the last day of the respective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 7.1(a) or (b), as applicable.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a The Company will cause any Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate which is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly terms of the Bank Credit Agreement to become, or indirectly owns otherwise becomes, a party to, or that provides services to otherwise guarantee, Debt in respect of the Real Estate similar to those provided by QTS Metro TRS at the Metro Property Bank Credit Agreement or which receives consideration from becomes a tenant party to, or licensee otherwise guaranties, any other Debt of such Real Estatethe Company, to execute enter into the Subsidiary Guaranty and deliver to Agent a Guarantor Joinder Agreement, Prudential and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the Borrower shall constitute a Material Subsidiary, holders of the Borrower shall cause Notes (concurrently with the incurrence of any such Subsidiary, as a condition obligation pursuant to such Subsidiary’s becoming a guarantor the Bank Credit Agreement or other obligor with respect to such other Unsecured Debt described thereinDebt) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by the President, cause each a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to execute and deliver each of the holders of the Notes satisfactory to Agent a Joinder Agreementthe Required Holders, and to the effect that the Subsidiary Guaranty by such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its respective organizational documentsterms, to guarantee except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Obligations enforcement of creditors’ rights generally and by general equitable principles. Notwithstanding the Hedge Obligations and become foregoing, any Foreign Incorporated Subsidiary that becomes a party to the Contribution Bank Credit Agreement shall not be required to enter into the Subsidiary Guaranty and make the foregoing deliveries so long as (i) such Foreign Incorporated Subsidiary is an Affected Foreign Subsidiary, (ii) such Foreign Incorporated Subsidiary is not a guarantor of any Debt under the Bank Credit Agreement (other than solely as a guarantor of loans owing by one or more other Foreign Incorporated Subsidiaries under the Bank Credit Agreement. Parent Company shall further cause ), and (iii) the outstanding United States Dollar equivalent amount of all representationsDebt of such Foreign Incorporated Subsidiary, covenants and agreements in the Loan Documents with respect any other Foreign Incorporated Subsidiary which is a party to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Bank Credit Agreement shall be updated to reflect the addition of such Subsidiary as that is not a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver party to the Agent such organizational agreementsSubsidiary Guaranty, resolutionsdoes not exceed $50,000,000. If at any time there are Foreign Incorporated Subsidiaries that are not Subsidiary Guarantors and are not excepted under the preceding sentence, consents, opinions and other documents and instruments as an Event of Default shall exist without any notice or the Agent may reasonably requireexpiration of the fifteen (15) Business Days period provided for in Section 11(c)(i)(y).

Additional Subsidiary Guarantors. In (i) If at any time a member of the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Senior Management Team of the Borrower shall constitute a Material Subsidiaryhas actual knowledge that the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such Subsidiarydomestic consolidated Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a condition to such Subsidiary’s becoming a guarantor of obligations of its Affiliates or other obligor with respect to such third parties), other Unsecured Debt described thereinthan the Indebtedness hereunder, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall an executed Supplement to become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorizedand appropriate corporate resolutions, opinions and other documentation in accordance with its respective organizational documents, to guarantee the Obligations form and the Hedge Obligations and become a party substance reasonably satisfactory to the Contribution Agreement. Parent Company shall further cause all representationsAdministrative Agent in connection therewith, covenants such Supplement and agreements in the Loan Documents with respect other documentation to be delivered to the Borrower and Guarantors Administrative Agent prior to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection or concurrently with the delivery of the guaranty of such other Indebtedness. For the avoidance of doubt, and without limiting any Guarantor Joinder Agreementother provision of this Section 7.2(K), the Borrower shall deliver cause Supplements to the Agent such organizational agreementsSubsidiary Guaranty, and appropriate corporate resolutions, consents, opinions and other documents documentation in form and instruments substance reasonably satisfactory to the Administrative Agent in connection therewith, to be delivered by (x) each “Subsidiary Guarantor” described in clause (i) of the definition of “Subsidiary Guarantors” in the Term Loan Credit Agreement, and (y) each domestic Subsidiary (if any) that is a subsidiary guarantor under the Dutch Credit Agreement, in each case that is not already a Subsidiary Guarantor as and when such guarantees and related deliveries are delivered under the Agent may reasonably requireTerm Loan Credit Agreement or the Dutch Credit Agreement, as applicable.

Additional Subsidiary Guarantors. In Notify the event Administrative Agent at any time that Borrower will be adding a Project to the Borrower pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall request that certain Real Estate of a Subsidiary of Parent Company be included in the pool of Qualified Unencumbered Properties upon delivery of the following to Administrative Agent: (i) Description of such Project; (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Pool and Value, (2) the value or NOI of such Real Estate is approved for inclusion Project used in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest calculations in such Subsidiary pro forma Compliance Certificate, (3) the name of Parent Company unless not required by the Agent) that directly owner of all or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee any portion of such Real Estate, to execute and deliver to Agent Project (which must be a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Wholly Owned Subsidiary of the Borrower as of the date on which it is added as a Qualified Unencumbered Property), (4) the date on which such Project shall constitute become a Material SubsidiaryQualified Unencumbered Property (the “Addition Date”), which shall be no sooner than 10 days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exist no Events of Default under this Agreement and that the addition of such Project shall not result in any such Event of Default; and (iii) A title report respecting such Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of Qualified Unencumbered Properties and, except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within one year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Covenant Loan Party, the Borrower shall shall, within 10 days after the Addition Date, (a) cause such Subsidiary, as a condition owner to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations by executing and the Hedge Obligations and become a party delivering to the Contribution Agreement. Parent Company Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall further cause all representationsdeem appropriate for such purpose, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) for such Person, together with favorable opinions of counsel to such Person (which shall cover the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and such other matters as may be reasonably required by the Administrative Agent), in each case in form and substance similar to those delivered on the Closing Date and (c) if the Equity Interests in such Person are represented by one or more certificates, deliver to Administrative Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments original certificates along with assignments in blank as required under the Agent may reasonably requirePledge Agreement.

Additional Subsidiary Guarantors. In (a) On and after the date hereof, the Company will cause each of the Company’s Material Domestic Subsidiaries to promptly (but in any event within thirty (30) calendar days of such Subsidiary becoming a Material Domestic Subsidiary): (i) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be a Subsidiary Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor; and (B) such Note Guarantee and joinders to any applicable Related Security Documents pursuant to Section 4.13(b) constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guarantee. Notwithstanding the foregoing, at no time shall the Company permit the Domestic Subsidiaries excluded from the definition of “Material Domestic Subsidiary” (other than pursuant to clauses (i) through (iv) of the proviso thereof) that have not become Subsidiary Guarantors to have consolidated total assets of more than $5,000,000 or total revenues for the most recent 12-month period of more than $5,000,000 (it being understood that the Borrower Company shall request that certain Real Estate have 30 calendar days from the date of a determination to cause one or more Subsidiaries to become Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance Guarantors to comply with the terms hereofforegoing requirement). (b) In addition, Parent the Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants applicable Related Security Documents and agreements in the Loan Documents with respect take such actions required thereby to grant to the Borrower Collateral Agent, for the benefit of itself, the Trustee and Guarantors to be true and correct with respect to each the Holders, a perfected security interest in any Collateral held by such Additional Subsidiary Guarantor, and the schedules subject to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirePermitted Liens.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a (a) The Company will cause any Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate which is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly terms of the Bank Credit Agreement or indirectly owns any Debt Agreement to become a party to, or that provides services to otherwise guarantee, Debt in respect of the Real Estate similar to those provided by QTS Metro TRS at the Metro Property Bank Credit Agreement or which receives consideration from a tenant or licensee of such Real EstateDebt Agreement, to execute enter into the Subsidiary Guaranty and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary each of the Borrower shall constitute holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (i) a Material Subsidiaryjoinder agreement in respect of the Subsidiary Guaranty; (ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, the Borrower shall cause such Subsidiary5.6 and 5.7, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary and the Subsidiary Guaranty, cause as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its respective organizational documentsterms, to guarantee except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Obligations enforcement of creditors’ rights generally and the Hedge Obligations and become by general equitable principles. (b) At any time in which a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement Guaranty shall be updated in existence, the holders of the Notes agree to reflect discharge and release any Subsidiary Guarantor from such Subsidiary Guaranty upon receipt of written notice from the addition Company, provided that (i) such Subsidiary STEPAN COMPANY NOTE PURCHASE AGREEMENT Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary as a Guarantor. Without limiting the foregoing, each Guarantor under such Subsidiary shall be Guaranty) as an obligor and guarantor under and in compliance with respect of the representations contained Bank Credit Agreement and each Debt Agreement of the Company and the Company so certifies to the holders of the Notes in §6.30a certificate of a Responsible Officer, which may not be waived without (ii) at the written consent time of each Lender. In connection with the delivery of any Guarantor Joinder Agreementsuch release and discharge, the Borrower Company shall deliver a certificate of a Responsible Officer to the Agent holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such organizational agreementsrelease, resolutions, consents, opinions and other documents and instruments as holders of the Agent may reasonably requireNotes shall receive equivalent consideration.

Additional Subsidiary Guarantors. In (i) If at any time a member of the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Senior Management Team of the Borrower shall constitute a Material Subsidiaryhas actual knowledge that the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such Subsidiarydomestic consolidated Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a condition to such Subsidiary’s becoming a guarantor of obligations of its Affiliates or other obligor with respect to such third parties), other Unsecured Debt described thereinthan the Indebtedness hereunder, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall an executed Supplement to become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, appropriate corporate resolutions, consents, opinions and other documents documentation in form and instruments substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but 57 in any event within thirty (30) days following the Agent may reasonably requiredelivery of the guaranty of such other Indebtedness.

Additional Subsidiary Guarantors. (a) In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower be included in as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Pool and such Real Estate is approved for inclusion Value, Borrower shall as a condition thereto, in addition to the Unencumbered Asset Pool in accordance with the terms hereofrequirements of §7.22, Parent Company shall cause each such Subsidiary (and any entity other Subsidiary of Borrower having an interest in such Subsidiary of Parent Company unless not required by the AgentBorrower) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary (and any such other Subsidiary) shall become an “Additional a Subsidiary Guarantor” Guarantor hereunder. In addition, in the event any Subsidiary of or the Borrower shall constitute a Material SubsidiarySubsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documentsdocuments and applicable law, to guarantee the Obligations and the Hedge Obligations and become be a party to the Contribution AgreementGuarantor hereunder. Parent Company Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lenderor other entity. In connection with the delivery of any Guarantor such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (b) The Borrower may request in writing that the Agent release, and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT, which may only be released upon the written approval of Agent and all of the Lenders.

Additional Subsidiary Guarantors. (a) If at any time any Subsidiary becomes a guarantor or an obligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility or any Existing Note Purchase Agreement (other than, in the case of the UK Borrower, the Credit Facilities provided under this Agreement or the Existing Note Purchase Agreement dated July 19, 2017 and, in each case, any refinancing or replacement thereof), then the Company will promptly notify the Administrative Agent thereof and, concurrently therewith, cause such Subsidiary to become a Subsidiary Guarantor by way of execution of a Subsidiary Guaranty (or a joinder to an existing Subsidiary Guaranty) and, concurrently with becoming a Subsidiary Guarantor, deliver to the Administrative Agent all documents, certificates and opinions as may be reasonably requested by the Administrative Agent (including, without limitation, resolutions, Organization Documents, incumbency certificates, legal opinions and documentation and other information requested by the Administrative Agent and each Lender in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations). (b) At the election of the Company and by written notice to the Administrative Agent, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Administrative Agent or any Lender, provided that if such Subsidiary Guarantor is a guarantor or obligor in respect of any Material Credit Facility or any Existing Note Purchase Agreement, then (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under each such Material Credit Facility and each such Existing Note Purchase Agreement, as the case may be, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or any Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or such Existing Note Purchase Agreement for such release, the Lenders shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) the Administrative Agent shall have received a certificate of a Responsible Officer of the Company certifying as to the matters set forth in the foregoing clauses (i) through (iv). In the event that the Borrower shall request that certain Real Estate of a Subsidiary any such release, for purposes of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereofSection 6.13, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary all Debt of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall be deemed to have been incurred concurrently with such release. (c) The parties hereto acknowledge and agree that (i) the Company may at its option cause any of its Subsidiaries to become an “Additional a Subsidiary Guarantor” hereunder. In addition, in Guarantor by complying with the event any Subsidiary requirements of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor this Section 6.21 with respect to such other Unsecured Debt described thereinSubsidiary, cause each such (ii) notwithstanding anything in this Section 6.21 to the contrary, in no event shall any Foreign Subsidiary be required to execute Guarantee any portion of the Obligations which would result in an adverse tax consequence to the Company or any Foreign Subsidiary Holding Company and deliver (iii) in addition to the foregoing releases contemplated by Section 6.21(b), the Administrative Agent a Joinder Agreement, and such Subsidiary shall become a release any Subsidiary Guarantor hereunder. Each from its obligations under any Credit Documents if such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors Person ceases to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such a Subsidiary as a Guarantor. Without limiting result of a transaction permitted under the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireCredit Documents.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall (a) The Obligors will cause each such of their Subsidiaries (other than Excluded Subsidiaries) to enter into the Subsidiary Guaranty as required under Section 4.10. Further, the Obligors will cause each of their Subsidiaries (and any entity having an interest in such other than Excluded Subsidiaries) first formed or acquired after the date hereof to enter into the Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute Guaranty and deliver to Agent a Guarantor Joinder Agreementeach of the holders of the Notes (promptly, and in any event within 30 days after the formation or acquisition of such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, Subsidiary) the following items: (i) a joinder agreement in the event any Subsidiary respect of the Borrower shall constitute Subsidiary Guaranty; (ii) a Material Subsidiarycertificate signed by an authorized Responsible Officer of the Obligors making representations and warranties to the effect of those contained in Sections 5.4, the Borrower shall cause such Subsidiary5.6 and 5.7, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (iii) a certificate of the Secretary (or other Unsecured Debt described thereinappropriate officer) of the new Subsidiary Guarantor as to due authorization, cause charter documents, board resolutions and the incumbency of officers; (iv) an opinion of counsel (who may be in-house counsel for the Obligors) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, enforceable in accordance with its respective organizational documentsterms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (v) a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor; and (vi) (to guarantee the Obligations and the Hedge Obligations and become extent not already a party to the Contribution Intercreditor Agreement. Parent Company shall further cause all representations), covenants and agreements in the Loan Documents with respect a joinder to the Borrower and Guarantors to be true and correct with respect to Intercreditor Agreement signed by each such Additional Subsidiary Guarantor, and of the schedules to this Agreement shall be updated to reflect holders of Debt for borrowed money of the addition Obligors which is a beneficiary of a Guaranty of such Subsidiary as a Guarantor. Without If any Subsidiary that had previously been an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Obligors will within 30 days thereafter cause such Subsidiary to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes all of the documents required in clauses (i)-(vi) of this Section 9.5(a). (b) In addition to, and without limiting the foregoingrequirement in Section 9.5(a), the Obligors will cause any Subsidiary which is required by the terms of the Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of an Obligor is outstanding) to become a party to, or otherwise guarantee, Debt outstanding under the Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and deliver to each such Subsidiary shall be in compliance of the holders of the Notes (concurrently with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery incurrence of any Guarantor Joinder Agreement, the Borrower shall deliver such obligation pursuant to the Agent Bank Credit Agreement or such organizational agreements, resolutions, consents, opinions and other agreement) all of the documents and instruments as the Agent may reasonably requirerequired in clauses (i)-(vi) of paragraph (a) above.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent (a) The Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall will cause each such Subsidiary any Person (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agentother than YRRFC) that directly or indirectly owns or that provides services to becomes a Material Domestic Subsidiary after the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, date hereof (i) to execute and deliver to Agent the Administrative Agent, within ten Business Days after the Company’s delivery, pursuant to Section 5.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which such Person first becomes a Guarantor Joinder Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within ten Business Days after the consummation of such Significant Acquisition, a supplement to the Subsidiary Guarantee Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event form prescribed therein, guaranteeing the obligations of the Borrowers hereunder and (ii) concurrently with the delivery of such supplement, to deliver to the Administrative Agent evidence of action of such Person’s board of directors or other governing body authorizing the execution, delivery and performance thereof. (b) If (i) as of the end of any fiscal year of the Company, the assets of any Subsidiary Guarantor (other than an Initial Subsidiary Guarantor) comprise less than 5% of the Borrower shall constitute consolidated total assets of the Company and its Subsidiaries, and the revenue attributable to any such Subsidiary Guarantor (other than an Initial Subsidiary Guarantor) comprises less than 5% of the consolidated revenue of the Company and its Subsidiaries for such fiscal year, or (ii) the Company or any Subsidiary sells or otherwise transfers all of the Equity Interests of any Subsidiary Guarantor to any Person which is not the Company or a Material SubsidiarySubsidiary or liquidates or dissolves any Subsidiary Guarantor in a transaction which, in any case described in this clause (b), is not otherwise prohibited by the terms of this Agreement, the Borrower shall cause such SubsidiaryAdministrative Agent will, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinon behalf of the Lenders, cause each such Subsidiary to execute and deliver to Agent the Company a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition release of such Subsidiary as a Guarantor. Without limiting Guarantor from its obligations under the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Guarantee Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. In Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event that the Borrower shall request that certain Real Estate within 30 days), cause such Person (a) if such Person is a Material Subsidiary or a guarantor of a Private Placement, to become a Subsidiary of Parent Company be included in the Unencumbered Asset Pool Guarantor, on a joint and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance several basis with the terms hereofall other Subsidiary Guarantors, Parent Company shall cause each such Subsidiary (by executing and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services delivering to the Real Estate similar Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to the Administrative Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary documents of the Borrower types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall constitute a Material Subsidiarycover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and shall be addressed to the Administrative Agent and each of the Lenders), all in form, content and scope reasonably satisfactory to the Administrative Agent. No Foreign Subsidiary may become a Designated Borrower shall cause if it would be illegal for any Lender to lend to such Foreign Subsidiary, as reasonably determined by such Lender. A Foreign Subsidiary that (a) can become a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described thereinSubsidiary Guarantor for all the Obligations without adverse tax consequences, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional for all of the Obligations, or (b) cannot become a Subsidiary Guarantor for all of the Obligations, but can become a Subsidiary Guarantor for a portion of the Obligations, without adverse tax consequences, shall be specifically authorized, in accordance with its respective organizational documents, to guarantee become a Subsidiary Guarantor for only such portion of the Obligations and the Hedge Obligations and as will not result in adverse tax consequences; provided, however, that if such Foreign Subsidiary is a guarantor of a Private Placement, it shall become a party to Subsidiary Guarantor for all of the Contribution Agreement. Parent Company shall further cause all representationsObligations or, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition if its guaranty of such Private Placement is limited to avoid adverse tax consequences, it shall become a Subsidiary Guarantor for only such portion of the Obligations as will not result in adverse tax consequences consistent with the limitation on its guaranty of such Private Placement; and provided, further, that if any such Foreign Subsidiary cannot become a Guarantor. Without limiting Subsidiary Guarantor for any of the foregoingObligations without adverse tax consequences, each then 66% of the equity interests in such Foreign Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver pledged to the Administrative Agent for its benefit and the benefit of the Lenders pursuant to such organizational agreements, resolutions, consents, opinions and other documents and instruments documentation as the Administrative Agent may shall reasonably require.

Additional Subsidiary Guarantors. In Upon delivery of the event that annual financial statements for the Borrower shall request that certain Real Estate Fiscal Year ending September 30, 2014 and upon delivery of the annual financial statements for each subsequent Fiscal Year ending thereafter as required under Section 6.01(a), cause any new or existing subsidiary of the Company which is a Significant Subsidiary (other than any Foreign Holding Company) as of the end of such Fiscal Year and which is not already a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary Guarantor to (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agenta) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunderby executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) upon the request of the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of in-house counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Each such Additional Any Subsidiary Guarantor shall be specifically authorized, in accordance with that is either (i) no longer a Significant Subsidiary as of the end of such Fiscal Year or (ii) released from its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become obligations as a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents guarantor with respect to both the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, Indebtedness under the Note Purchase Agreement and the schedules to this Indebtedness under the Term Credit Agreement shall be updated to reflect the addition of (provided that such Subsidiary release does not occur as a Guarantor. Without limiting result of a prepayment of the foregoingIndebtedness under the Note Purchase Agreement and the Indebtedness under the Term Credit Agreement, each unless such Subsidiary shall be prepayment occurs in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with a refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) of the delivery Indebtedness under the Note Purchase Agreement and the Indebtedness under the Term Credit Agreement) shall be, notwithstanding any other provision in the Subsidiary Guaranty to the contrary, automatically released from the Subsidiary Guaranty. Upon release of any Subsidiary Guarantor Joinder Agreementpursuant to the preceding clause (ii) or pursuant to the terms of the Subsidiary Guaranty, the Borrower Administrative Agent shall deliver execute such other documentation as is reasonably requested by the Company to the Agent evidence such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requirerelease.

Additional Subsidiary Guarantors. In (a) The Company will cause any Person (other than (1) YRRFC or any other Receivables Entity, and (2) Subsidiaries formed for the event purpose of providing insurance primarily to the Company and its Subsidiaries, provided that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool such Subsidiaries carry on no other business other than providing such insurance and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agentperforming activities related thereto) that directly or indirectly owns or that provides services to becomes a Material Domestic Subsidiary after the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, date hereof (i) to execute and deliver to Agent the Administrative Agent, within ten Business Days after the Company’s delivery, pursuant to Section 5.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which such Person first becomes a Guarantor Joinder Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within twenty Business Days after the consummation of such Significant Acquisition, a supplement to the Subsidiary Guarantee Agreement, in the form prescribed therein, guaranteeing the obligations of the Borrowers hereunder and (ii) concurrently with the delivery of such supplement, to deliver to the Administrative Agent (x) evidence of action of such Person’s board of directors or other governing body authorizing the execution, delivery and performance thereof and (y) a favorable written opinion of counsel for such Person, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to such Person and the Subsidiary Guarantee Agreement as the Administrative Agent may reasonably request. (b) If (i) a Subsidiary is no longer a Material Domestic Subsidiary and the Administrative Agent receives a certificate of an officer of the Company to that effect and such Subsidiary Guarantor shall become an “Additional not then Guarantee any other Indebtedness of the Company or any of its Subsidiaries, or (ii) the Company or any Subsidiary Guarantor” hereunder. In additionsells or otherwise transfers all of the Equity Interests of any Subsidiary Guarantor to any Person which is not the Company or a Subsidiary or liquidates or dissolves any Subsidiary Guarantor in a transaction which, in any case described in this clause (b), is not otherwise prohibited by the event any Subsidiary terms of this Agreement, the Administrative Agent will, on behalf of the Borrower shall constitute a Material SubsidiaryLenders, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent the Company a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition release of such Subsidiary as a Guarantor. Without limiting Guarantor from its obligations under the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Guarantee Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. (a) At all times prior to either of the Obligors or any of the Obligors’ Subsidiaries becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause (i) each of their Subsidiaries (other than Excluded Subsidiaries), including, without limitation, each of their Subsidiaries (other than Excluded Subsidiaries) first formed or acquired after the date hereof, to enter into a Subsidiary Guaranty (promptly and in any event, within 30 days after the formation or acquisition of such Subsidiary, to enter into a joinder agreement in respect of the existing Subsidiary Guaranty and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c)), and (ii) each Subsidiary that had previously been an Excluded Subsidiary that ceases to be an Excluded Subsidiary to enter into a joinder agreement in respect of the Subsidiary Guaranty and deliver to the holders of Notes all of the documents required under Section 9.5(c). In addition to, and without limiting the event that requirement in the Borrower shall request that certain Real Estate immediately preceding sentence, at all times prior to the Obligor or any Subsidiary becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause any Subsidiary which is required by the terms of any Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of a Obligor is outstanding) to become a party to, or otherwise guarantee, Debt outstanding under a Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and deliver to each of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance holders of Notes (concurrently with the terms hereofincurrence of any such obligation pursuant to a Bank Credit Agreement or such other agreement) all of the documents required under Section 9.5(c). (b) On and after the date either of the Obligors or any of the Obligors’ Subsidiaries becomes obligated in respect of any Capital Markets Indebtedness, Parent Company the Obligors shall cause each such of their Subsidiaries that is not already a Subsidiary Guarantor and to which any of the following conditions applies to execute and deliver to the holders of the Notes a joinder agreement in respect of the existing Subsidiary Guaranty (or if the Subsidiary Guaranty has previously been terminated because all Subsidiary Guarantors party to it have been released pursuant to Section 9.5(d) below, a Subsidiary Guaranty) and any entity having an interest in deliver to the holders of Notes the other items required to be delivered under Section 9.5(c): (i) such Subsidiary of Parent Company unless not required by an Obligor Guarantees, or otherwise becomes obligated in respect of any Debt of an Obligor or any Subsidiary of an Obligor (other than an Excluded Subsidiary guaranteeing or otherwise becoming obligated in respect of the AgentDebt of another Excluded Subsidiary); or (ii) (A) such Subsidiary owns an Unencumbered Property and (B) such Subsidiary, or any other Subsidiary of an Obligor that directly or indirectly owns any stock or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and other equity interests in such Subsidiary shall become an “Additional has incurred, acquired or suffered to exist any Debt that is Recourse. (c) Each joinder agreement in respect of the Subsidiary Guarantor” hereunder. In addition, in the event any Guaranty or new Subsidiary Guaranty delivered by a Subsidiary of the Borrower Obligors under the immediately preceding subsections (a) and (b) shall constitute be accompanied by each of the following: (i) a Material Subsidiarycertificate signed by an authorized, responsible officer of the Borrower shall cause such SubsidiaryObligors making representations and warranties to the effect of those contained in Sections 5.4, as a condition to such Subsidiary’s becoming a guarantor or other obligor 5.6 and 5.7 hereof, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (ii) a certificate of the Secretary (or other Unsecured Debt described thereinappropriate officer) of the new Subsidiary Guarantor as to due authorization, cause each charter documents, board resolutions and the incumbency of officers; (iii) an opinion of counsel (who may be in-house counsel for the Obligors addressed to the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, enforceable in accordance with its respective organizational documentsterms, except as any enforceable of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (iv) if the Intercreditor Agreement is still in effect at such time, a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor or, if the Intercreditor Agreement is not in effect, but an intercreditor agreement would be required at such time under the Bank Credit Agreement, a counterpart of such intercreditor agreement signed by such Subsidiary Guarantor (such Intercreditor Agreement being in form and substance reasonably satisfactory to guarantee the Obligations Required Holders, the “Future Intercreditor Agreement”); and (v) (to the extent not already a pxxxx to the Intercreditor Agreement or a Future Intercreditor Agreement, as the case may be) a joinder to the Intercreditor Agreement or the Future Intercreditor Agreement, as the case may be, signed by each of the holders of Debt of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor; and (d) The Obligors may request in writing that the holders of outstanding Notes release, and upon receipt of such request the Hedge Obligations and become holders of outstanding Notes shall release a Subsidiary Guarantor from the Subsidiary Guaranty so long as: (i) such Subsidiary Guarantor is not required to be a party to the Contribution Agreement. Parent Company Subsidiary Guaranty under Section 9.5(a) or 9.5(b); (ii) no Default or Event of Default shall further cause all representations, covenants have occurred and agreements in be continuing at the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition time of such Subsidiary as a Guarantor. Without limiting request or the foregoing, each effectiveness of such Subsidiary shall be in compliance with request; (iii) all of the representations and warranties of the Obligors contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.in

Additional Subsidiary Guarantors. In (i) If at any time a member of the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary Senior Management Team of the Borrower shall constitute a Material Subsidiaryhas actual knowledge that the aggregate assets of all of the Borrower’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower shall cause such Subsidiaryconsolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a condition to such Subsidiary’s becoming a guarantor of obligations of its Affiliates or other obligor with respect to such third parties), other Unsecured Debt described thereinthan the Indebtedness hereunder, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall an executed Supplement to become a Subsidiary Guarantor hereunderand appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness. Each such Additional For the avoidance of doubt, and without limiting any other provision of this Section 7.2(K), the Borrower shall cause Supplements to the Subsidiary Guarantor shall Guaranty, and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, to be specifically authorizeddelivered by (x) each “Subsidiary Guarantor” described in clause (i) of the definition of “Subsidiary Guarantors” in the Revolving Credit Agreement, and (y) each Domestic Subsidiary that is a “Subsidiary Guarantor” under the Dutch Credit Agreement, in accordance with its respective organizational documentseach case, to guarantee the Obligations and the Hedge Obligations and become that is not already a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and in each case, as and when such guarantees and related deliveries are delivered under the schedules to this Revolving Credit Agreement shall be updated to reflect or the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Dutch Credit Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably requireapplicable.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company Borrower be included in as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Pool and such Real Estate is approved for inclusion Value, Borrower shall as a condition thereto, in addition to the Unencumbered Asset Pool in accordance with the terms hereofrequirements of §7.22, Parent Company shall cause each such Subsidiary (and any entity other Subsidiary of Borrower having an interest in such Subsidiary of Parent Company unless not required by the AgentBorrower) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary (and any such other Subsidiary) shall become an “Additional a Subsidiary Guarantor” Guarantor hereunder. In addition, in the event any Subsidiary of or the Borrower shall constitute a Material SubsidiarySubsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documentsdocuments and applicable law, to guarantee the Obligations and the Hedge Obligations and become be a party to the Contribution AgreementGuarantor hereunder. Parent Company Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lenderor other entity. In connection with the delivery of any Guarantor such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Each Subsidiary of Borrower that owns Real Estate included as an Unencumbered Property (and each other Subsidiary of Borrower having an interest in such Subsidiary of Borrower) shall be organized under the laws of a State and shall have its principal place of business in a State, consistent with the requirements of §7.