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 Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 as a condition thereto, in addition to the 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 Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of 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 event that the Borrower shall request that certain Real Estate of a Wholly Owned 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 that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that shall constitute a Qualifying 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 PropertyMaterial Subsidiary, the Borrower shall cause such Subsidiary, as a condition thereto, in addition to the requirements of §7.20such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, 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 Subsidiary that becomes a Additional Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents documents, to guarantee the Obligations and applicable law from serving as the Hedge Obligations and become a Guarantor hereunderparty to the Contribution Agreement. The Borrower 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 that is an Unencumbered Pool Asset Owner or owner Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of an Intercompany Loansuch 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 such 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 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 As and to the event extent that the (i) Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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, Property in connection with the request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower shall as becomes a condition theretoborrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in addition to the requirements of §7.20each case, Borrower shall cause each such Wholly Owned Subsidiary and each other Subsidiary that is a Direct Owner or 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 Subsidiary that becomes shall be authorized, in accordance with its respective organizational documents, to be a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanfrom and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of 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 event that the The Borrower shall request that certain Real Estate of a Wholly Owned cause each Material Domestic Subsidiary of the Borrower that is not subject (other than an SPV) to an Intercompany Loan become a Guarantor and to Guarantee the Obligations pursuant to the Guaranty and shall execute or shall cause to be included as an Unencumbered Pool Property, or that executed on the date any Person becomes a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Material Domestic Subsidiary of the Borrower be included as (other than an Unencumbered Pool Asset, or that Real Estate SPV and other than any Person that is subject to an Intercompany Loan which loan is owned by already a Wholly Owned Subsidiary of Borrower be included as an Unencumbered Pool PropertyGuarantor under the Guaranty), the Borrower shall as a condition thereto, in addition supplement to the requirements of §7.20, cause each Guaranty pursuant to which such Wholly Owned 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 Subsidiary period, 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 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 Subsidiary Guarantor shall not be restricted by its respective organizational documents supplement to the Guaranty (together with such other documents, opinions and applicable law from serving information as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents Administrative Agent may require) with respect to additional Domestic Subsidiaries to the Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of such Joinder Agreementextent necessary so that, after 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. 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 (c) above are not being organized under the laws of a State within the United Statesexceeded.

Additional Subsidiary Guarantors. In (a) If at any time any Wholly-Owned Domestic Subsidiary of the event that the U.S. Borrower shall request that certain Real Estate of 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 that is not subject to an Intercompany Loan be included as an Unencumbered Pool PropertyU.S. Borrower), or that a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary on the last day of the Borrower be included 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 an Unencumbered Pool Assetapplicable, a Material Subsidiary (with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, establishment 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 Propertyacquisition), the U.S. Borrower shall 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 condition theretoparty to the 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, in addition to (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of §7.20this Section 7.12(a)), cause each 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 Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Domestic Subsidiary shall not be required to become a Subsidiary Guarantor hereunder. Each (unless the respective transfer of assets does not occur within such Subsidiary that becomes sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall further cause all representations, covenants 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 agreements which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in the Loan Documents with respect 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 such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection comply with the delivery provisions of such Joinder Agreementthis Section 7.12(a) as if the respective transferee were a newly created, 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 Statesestablished or acquired Wholly-Owned Domestic Subsidiary.

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 Wholly Owned Private Placement, to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiary Guarantors, by executing and delivering to the Administrative Agent a counterpart of the Borrower that is not subject Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary deliver to the Administrative Agent documents of the Borrower be included as an Unencumbered Pool Assettypes referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, 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 Propertyamong other things, the Borrower legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and shall as a condition thereto, in addition be addressed to the requirements Administrative Agent and each of §7.20the Lenders), cause each all in form, content and scope reasonably satisfactory to the Administrative Agent. No Foreign Subsidiary may become a Designated Borrower if it would be illegal for any Lender to lend to such Wholly Owned Foreign Subsidiary, as reasonably determined by such Lender. A Foreign Subsidiary to execute and deliver to Agent that (a) can become a Joinder AgreementSubsidiary Guarantor for all the Obligations without adverse tax consequences, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes 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 become a Subsidiary Guarantor for only such portion of the Obligations 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 Subsidiary Guarantor for all of the Obligations or, 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 Subsidiary Guarantor for any of the Obligations without adverse tax consequences, then 66% of the equity interests in such Foreign Subsidiary shall be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect pledged to the Guarantors Administrative Agent for its benefit and the benefit of the Lenders pursuant to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments documentation as the Administrative Agent may shall 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. (a) In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan (including a Controlled Joint Venture) be included as an Unencumbered Pool Property, or that a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary Property for purposes of calculation of the Borrower be included as an Unencumbered Pool AssetAsset Value, 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 as a condition thereto, in addition to the requirements of §7.207.22, cause each such Wholly Owned Subsidiary (including a Controlled Joint Venture) not already constituting a Subsidiary Guarantor hereunder (and any other Subsidiary of Borrower having an ownership interest in such Subsidiary of Borrower) 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 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 Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents and applicable law from serving as law, to be a Guarantor hereunder. The Without limiting the terms of this agreement, Borrower shall further cause all representations, covenants and agreements representations in the Loan Documents with respect that apply to the Guarantors to be true and correct in all material respects, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor (unless such representations apply to any earlier date). Without limiting the terms of this Agreement, Borrower shall cause all covenants in the Loan Documents that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanapply to the Guarantors to be true and correct, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor. In connection with the delivery of such any 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 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 within the United States and shall have its principal place of business in a State, consistent with the United States, except that a Guarantor which owns an Unencumbered Pool Property in Canada may be organized under the laws requirements 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§7.2.

Additional Subsidiary Guarantors. In Notify the Administrative Agent at the time that any Person meets the criteria set forth in clause (b) or (c) of the definition of the term "Subsidiary Guarantor" and promptly thereafter (and in any event within 30 days or such longer period as may be agreed to by the Administrative Agent) (a) cause the Guarantee Requirement with respect to such Person to be satisfied and (b) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (ii), (iii) and (iv) 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 Loan Documents to which such Person shall become a party), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Company may designate a Subsidiary not meeting the criteria set forth in clause (b) or (c) of the definition of the term "Subsidiary Guarantor" as a Subsidiary Guarantor; provided that (i) such Subsidiary shall have delivered to the Borrower Administrative Agent a supplement to the Guarantee Agreement, in the form specified therein, duly executed by such Subsidiary, pursuant to which (A) if such Subsidiary is a Domestic Subsidiary, such Subsidiary shall request guarantee all of the obligations constituting Guaranteed Obligations (as such term is defined in respect of Domestic Subsidiaries) and (B) if such Subsidiary is a Foreign Subsidiary, after giving effect to any limitations set forth in such supplement or the Guarantee Agreement, such Subsidiary shall guarantee substantially all of the obligations constituting Guaranteed Obligations (as such term is defined in respect of Foreign Subsidiaries), (ii) the Administrative Agent shall be reasonably satisfied that certain Real Estate of a Wholly Owned performance by such Subsidiary of its obligations under the Borrower that Guarantee Agreement is not subject to an Intercompany Loan be included as an Unencumbered Pool Propertyany prior approval, consent, exemption, authorization or other action by, or that notice to, or filing with, any Governmental Authority, or to any Law materially impeding the ability of such Subsidiary to perform its obligations under the Guarantee Agreement, (iii) the Company shall have delivered a Qualifying Note Receivable or Hybrid Lease owned by certificate of a Wholly Owned Subsidiary Responsible Officer 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 as a condition thereto, in addition Company to the requirements of §7.20effect that, cause each after giving effect to any such Wholly Owned Subsidiary to execute and deliver to Agent a Joinder Agreement, designation and such Subsidiary becoming a Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary shall become be true and correct and no Default shall occur or be continuing, and (iv) such Subsidiary shall have delivered to the Administrative Agent documents and opinions of the types referred to in clause (b) above. NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding, the Company shall not, nor shall it permit any Subsidiary to, directly or indirectly: Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: Liens pursuant to any Loan Document; Liens existing on the date hereof and listed on Schedule 7.01(b), and any extensions or renewals thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as permitted by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; Liens securing Indebtedness of a Subsidiary Guarantor hereunder. Each such to the Company or any other Domestic Loan Party permitted under Section 7.03(g); Liens existing on (i) any asset prior to the acquisition thereof by the Company or any Subsidiary or (ii) any asset of any Person that becomes a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as after the date hereof prior to the time such Person becomes a Guarantor hereunder. The Borrower shall further cause all representationsSubsidiary; provided that (A) no such Lien extends to or covers any other assets (other than the proceeds or products of the assets originally subject thereto and, covenants and agreements in the Loan Documents with respect case of Liens referred to in clause (ii), after-acquired assets subjected to a Lien pursuant to requirements existing at the Guarantors time such Person became a Subsidiary, other than any such after-acquired assets that would not have been subject to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of 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 Lien but for such Person becoming a GuarantorSubsidiary), cause (B) no such Guarantor Lien was created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, and (C) the Indebtedness secured thereby is permitted under Section 7.03(k); Liens granted to enter suppliers of precious, semi-precious, or other metals pursuant to leases, consignment agreements or similar arrangements for such metals entered into by the Company or any Subsidiary in the ordinary course of business, provided that (i) such additional Liens attach only to the precious, semi-precious, or other metals subject to such leases, agreements as Agent may reasonably require as a result or arrangements and (ii) such Liens in existence on the date hereof are listed on Schedule 7.01(l); and other Liens securing obligations, other than Indebtedness for Money Borrowed, in an aggregate amount not to exceed $25,000,000 at any time outstanding; provided such Liens do not attach to all or substantially all of such Guarantor not being organized under the laws assets of a State within the United Statesany Loan Party.

Additional Subsidiary Guarantors. In the event 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 the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary all Subsidiaries of the Borrower that is not 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 an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 PropertySection 8.5, the Borrower Company or any of its Subsidiaries shall as form or acquire any new Subsidiary after the date hereof (or any "bankruptcy remote special purpose" Subsidiary ceases to such a condition theretoSubsidiary), in addition to the requirements of §7.20, Company or such Subsidiary will cause each such Wholly Owned new Subsidiary (a) 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 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 a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes a Subsidiary Guarantor shall not be restricted bound by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representationsof the terms, covenants and agreements contained in the Loan Documents with respect Related Agreements to which Subsidiary Guarantors 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 Guarantors to be true and correct with respect to each Company or such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanas to such matters as the Purchaser may request. In connection with addition, the delivery Company shall grant to the Purchaser a valid first priority perfected security interest in the Capital Stock of such Joinder Agreement, Subsidiary to secure the Borrower shall deliver Obligations 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 StatesPurchaser.

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 Wholly Owned Subsidiary of Guarantor by delivering to the Borrower that is not 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 an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying Note Receivable or Hybrid Lease the exceptions specified in the Second Lien Guaranty and Security Agreement) owned by a Wholly Owned such 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 as a condition thereto, in addition delivering to the requirements 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 §7.20each applicable Collateral Document, cause each such Wholly Owned Subsidiary to execute and (3) deliver to the Administrative Agent a Joinder Agreementsuch opinions, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving certificates referred to in Section 3 as a Guarantor hereunder. The Borrower shall further cause all representationsmay be reasonably requested by the Administrative Agent, covenants (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 agreements in 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 the Guarantors to be true such Person and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of such Joinder Agreement, the Borrower shall (6) deliver to the Administrative Agent such organizational agreements, resolutions, consents, opinions and other documents as may be reasonably requested by the Administrative Agent, all in form, content and instruments as scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may reasonably require. Each Guarantor shall be organized under extend the laws time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of a State within days thereafter as consented to by 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 StatesRequired Lenders.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Wholly Owned 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 that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that shall constitute a Qualifying 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 PropertyMaterial Subsidiary, the Borrower shall cause such Subsidiary, as a condition thereto, in addition to the requirements of §7.20such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, 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 Subsidiary that becomes a Additional Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents documents, to guarantee the Obligations and applicable law from serving as the Hedge Obligations and become a Guarantor hereunderparty to the Contribution Agreement. The Borrower 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 is 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 Unencumbered Pool Asset Owner or owner “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 an Intercompany Loaneach Lender. In connection with the delivery of such 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. 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. (a) In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 PropertyProperty for purposes of calculation of the Unencumbered Asset Value, the Borrower shall as a condition thereto, in addition to the requirements of §7.207.22, cause each such Wholly Owned Subsidiary (and any other Subsidiary of Borrower having an interest in such Subsidiary of Borrower) to execute and deliver to Agent a 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 “Unencumbered 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 or the Borrower 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 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 Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents and applicable law from serving as law, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanother entity. In connection with the delivery of 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 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 Wholly Owned Company will cause any Subsidiary of the Borrower Company that is not subject becomes a Subsidiary after the date the Securities of a series are first issued hereunder to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 as a condition thereto, in addition to the 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 as soon as practicable after such Subsidiary that becomes a Subsidiary. The Company shall cause any such Subsidiary to become a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors 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 true acceptable 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 any applicable requirements provided pursuant to Section 301 and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection upon compliance with the delivery of conditions set forth below in this Article. Any 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 election shall be organized under the laws of evidenced in or pursuant to a State within the United States and shall have its principal place of business Board Resolution or 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, another manner specified as a condition to contemplated by Section 301 for 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 StatesSecurities.

Additional Subsidiary Guarantors. In If the event that Company wishes, from time to time, any of its Subsidiaries to become an Additional Subsidiary Guarantor, then it shall have such Subsidiary deliver to each holder (i) an Instrument of Accession executed by such Additional Subsidiary Guarantor, (ii) one or more legal opinions from independent legal advisers reasonably acceptable to Required Holders (and for the Borrower shall request that certain Real Estate avoidance of a Wholly Owned Subsidiary of the Borrower that is not subject doubt, Winston & Xxxxxx LLP, as U.S. counsel, and Studio Legale Xxxxxxx Erede Xxxxxxxxxx, as Italian counsel, are deemed to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 as a condition theretoreasonably acceptable for these purposes), in addition form and substance reasonably acceptable to Required Holders, relating to such Additional Subsidiary Guarantor and substantially to the requirements same effect as those legal opinions delivered on the date 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 Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents Closing with respect to the Guarantors Initial Subsidiary Guarantor and (iii) an Officer’s Certificate for such Additional Subsidiary Guarantor substantially to be true and correct the same effect as delivered on the date of Closing for the Initial Subsidiary Guarantor in accordance with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany LoanSection 4.3(d). In connection * * * * * If you are in agreement with the delivery foregoing, please sign the form of such Joinder Agreementagreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement among you, the Borrower shall deliver Company and the Parent. Very truly yours, LUXOTTICA U.S. HOLDINGS CORP. /s/ Xxxx Xxxxxxxx By: Xxxx Xxxxxxxx Title: Vice President and Treasurer LUXOTTICA U.S. HOLDINGS CORP. /s/ Xxxxxx Xxxxx By: Xxxxxx Xxxxx Title: Vice President of Administration & Tax LUXOTTICA GROUP S.p.A. /s/ Xxxx Xxxxxxxx By: Xxxx Xxxxxxxx Title: Special Authorized Signatory The foregoing is hereby agreed to as of the Agent such organizational agreementsdate thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ X. Xxxxxxx Xxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, resolutionsInc., consentsas investment manager By: /s/ X. Xxxxxxx Xxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ X. Xxxxxxx Xxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: /s/ X. Xxxxxxx Xxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, opinions and other documents and instruments Inc., as investment manager By: /s/ X. Xxxxxxx Xxxxxxx Vice President THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ X. Xxxxxxx Xxxxxxx Vice President GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ X. Xxxxxxx Xxxxxxx Vice President PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ X. Xxxxxxx Xxxxxxx Vice President SCHEDULE B DEFINED TERMS As used herein, the Agent may reasonably require. Each Guarantor shall be organized under following terms have the laws of a State within the United States and shall have its principal place of business respective meanings set forth below or set forth 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 Section hereof following 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.term:

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Wholly Owned 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 that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that shall constitute a Qualifying 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 PropertyMaterial Subsidiary, the Borrower shall cause such Subsidiary, as a condition thereto, in addition to the requirements of §7.20such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, 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 Subsidiary that becomes a Additional Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents documents, to guarantee the Obligations and applicable law from serving as the Hedge Obligations and become a Guarantor hereunderparty to the Contribution Agreement. The Borrower 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 that is an Unencumbered Pool Asset Owner or owner Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of an Intercompany Loansuch 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 such 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 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 event that the Borrower shall request that certain Real Estate of a Wholly Owned 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 that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that shall constitute a Qualifying 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 PropertyMaterial Subsidiary, the Borrower shall cause such Subsidiary, as a condition thereto, in addition to the requirements of §7.20such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, 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 Subsidiary that becomes a Additional Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents documents, to guarantee the Obligations and applicable law from serving as the Hedge Obligations and become a Guarantor hereunderparty to the Contribution Agreement. The Borrower 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 is 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 Unencumbered Pool Asset Owner or owner “Approved Foreign Guaranty”). Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, 103 which may not be waived without the written consent of an Intercompany Loaneach Lender. In connection with the delivery of such 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. 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 event 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 the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary all Subsidiaries of the Borrower that is not Company (other than Special Purpose Entities) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 PropertySection 8.5, the Borrower Company or any of its Subsidiaries shall as form or acquire any new Subsidiary after the date hereof (or any Subsidiary ceases to be a condition theretoSpecial Purpose Entity), in addition to the requirements of §7.20, Company or such Subsidiary will cause each such Wholly Owned new Subsidiary (a) to execute and deliver a joinder agreement to Agent the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Joinder AgreementSubsidiary 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 Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary under the Subsidiary Guaranty; (c) if such Subsidiary 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 execute 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 a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes a Subsidiary Guarantor shall not be restricted bound by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representationsof the terms, covenants and agreements contained in the Loan Documents with respect Related Agreements to which Subsidiary Guarantors are parties, and (e) to deliver opinions of counsel to the Guarantors to be true and correct with respect to each Company or such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanas to such matters as the Purchaser may request. In connection with the delivery of such Joinder Agreementaddition, the Borrower Company shall deliver grant 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 Purchaser a State within the United States and shall have its principal place of business valid first priority perfected security interest in the United StatesCapital Stock of any Subsidiary to secure the Obligations to Purchaser, 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 subject 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 StatesSection 7.17.

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 Wholly Owned Private Placement, to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiary Guarantors, by executing and delivering to the Administrative Agent a counterpart of the Borrower that is not subject Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary deliver to the Administrative Agent documents of the Borrower be included as an Unencumbered Pool Assettypes referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, 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 Propertyamong other things, the Borrower legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and shall as a condition thereto, in addition be addressed to the requirements Administrative Agent and each of §7.20the Lenders), cause each all in form, content and scope reasonably satisfactory to the Administrative Agent. No Foreign Subsidiary may become a Designated Borrower if it would be illegal for any Lender to lend to such Wholly Owned Foreign Subsidiary, as reasonably determined by such Lender. A Foreign Subsidiary to execute and deliver to Agent that (a) can become a Joinder AgreementSubsidiary Guarantor for all the Obligations without adverse tax consequences, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes 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 become a Subsidiary Guarantor for only such portion of the Obligations 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 Subsidiary Guarantor for all of the Obligations or, 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 Subsidiary Guarantor for any of the Obligations without adverse tax consequences, then sixty-six percent (66%) of the equity interests in such Foreign Subsidiary shall be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect pledged to the Guarantors Administrative Agent for its benefit and the benefit of the Lenders pursuant to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments documentation as the Administrative Agent may shall 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 event that at any time after the Closing Date, the Borrower shall request acquires, creates or has any Domestic Subsidiary that certain Real Estate 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 a Wholly Owned the fiscal quarter during which such Domestic Subsidiary is acquired or createdWithin fifty-five (55) days (or such longer period to which the Administrative Agent may agree in its sole discretion), after any Subsidiary of the Borrower that is not subject already a party to the Subsidiary Guaranty qualifies as a Domestic Subsidiary (but excluding any Excluded Subsidiary), the Borrower will 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 guarantor thereunder, and (b) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Intercompany 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 be included as an Unencumbered Pool PropertyDocuments to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of counsel (which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (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 Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary 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 be included as an Unencumbered Pool Asset, and its Subsidiaries consolidated for the most recently completed fiscal year; and (ii) any special purpose entity created 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 as a condition thereto, acquired in addition to the 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 Subsidiary that becomes a Subsidiary Guarantor connection with any Permitted Securitization Transaction shall not be restricted by its respective organizational documents and applicable law from serving as required to become a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect party to the Guarantors Subsidiary Guaranty.. Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary will be required to be true a Subsidiary Guarantor, but the Borrower may, in its sole and correct with respect absolute discretion, cause any Excluded Subsidiary to each become a “Subsidiary Guarantor” and a “Loan Party” by causing such Excluded Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection to comply with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments requirements set forth in this Section 5.09 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 Statesif it were subject thereto.

Additional Subsidiary Guarantors. In (v)If at any time a member of the event Senior Management Team of the Borrower has 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 request cause such domestic 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 certain Real Estate such aggregate assets exceed ten percent (10%) of a Wholly Owned such Consolidated Domestic Assets. If at any time any Subsidiary of the Borrower that which is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary Guarantor guaranties any Indebtedness of the Borrower be included for which the Borrower is a primary obligor (other than solely as an Unencumbered Pool Asseta guarantor of obligations of its Affiliates or other third parties), 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 Propertyother than the Indebtedness hereunder, the Borrower shall as a condition thereto, in addition cause such Subsidiary to deliver to the requirements of §7.20, cause each such Wholly Owned Subsidiary Administrative Agent an executed Supplement to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representationsappropriate corporate resolutions, covenants opinions and agreements other documentation in the Loan Documents with respect form and substance reasonably satisfactory to the Guarantors Administrative Agent in connection therewith, such Supplement and other documentation to be true and correct with respect delivered to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection the Administrative Agent concurrently with the delivery of the guaranty of such Joinder Agreementother Indebtedness. For the avoidance of doubt and notwithstanding the foregoing, the Borrower no Subsidiary Guaranty shall deliver be required to be delivered prior to the Agent such organizational agreementsFunding Date; provided, resolutionshowever, consents, opinions 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 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, related deliveries required as a condition to such Person becoming a Guarantor, cause such Guarantor the Funding Date pursuant 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 StatesSection 5.1 hereto.

Additional Subsidiary Guarantors. (a) In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 PropertyProperty for purposes of calculation of the Unencumbered Asset Value, the Borrower shall as a condition thereto, in addition to the requirements of §7.207.22, cause each such Wholly Owned Subsidiary not already constituting a Subsidiary Guarantor hereunder (and any other Subsidiary of Borrower having an ownership interest in such Subsidiary of Borrower) 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 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 Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents and applicable law from serving as law, to be a Guarantor hereunder. The Without limiting the terms of this agreement, Borrower shall further cause all representations, covenants and agreements representations in the Loan Documents with respect that apply to the Guarantors to be true and correct in all material respects, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor (unless such representations apply to any earlier date). Without limiting the terms of this Agreement, Borrower shall cause all covenants in the Loan Documents that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanapply to the Guarantors to be true and correct, with respect to such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor. In connection with the delivery of such any 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 (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 cause such Person to (1) become a 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 Second 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, (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 certain Real Estate satisfies the definition of a Wholly Owned Subsidiary of Guarantor is created or acquired by any Loan Party and (B) the Borrower that is not subject designates 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 Intercompany Loan be included as an Unencumbered Pool Property, Immaterial Subsidiary or that a Qualifying Note Receivable such creation 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 Propertyacquisition, the Borrower shall as cause such Person to (1) become a condition thereto, in addition Guarantor by delivering to the requirements of §7.20Administrative Agent a duly executed supplement to the First Lien Guaranty and Security Agreement, cause each a joinder to the Intercreditor Agreement and such Wholly Owned Subsidiary to execute and other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) deliver to the Administrative Agent a Joinder Agreementsuch original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, and (3) deliver to the Administrative Agent such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (4) deliver to the Guarantors 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. -68- (iii) If (A) any Subsidiary designated as a Retail Store Subsidiary ceases to be true a Retail Store Subsidiary and correct with respect to each (B) the Borrower does not designate such Subsidiary that is as an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with Immaterial Subsidiary as permitted hereunder, then promptly (and, in any event within thirty (30) days) after the delivery of date such Joinder AgreementSubsidiary ceases to be a Retail Store Subsidiary, the Borrower shall cause such Person 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 organizational agreements, resolutions, consents, opinions and other documents and instruments updated Schedules to the Loan Documents as requested by the Administrative 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 with respect to such Person becoming a Guarantorand (3) deliver to the Administrative Agent such other opinions, cause such Guarantor documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to enter into such additional agreements as the Administrative Agent; provided that, the Administrative Agent may reasonably require 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 a result of such Guarantor not being organized under consented to by the laws of a State within the United States.Required Lenders. (c)

Additional Subsidiary Guarantors. In The Company shall not permit any Restricted Subsidiary (other than a Foreign Subsidiary) to guarantee the event that the Borrower shall request that certain Real Estate payment of a Wholly Owned Subsidiary any Indebtedness of the Borrower that 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 subject a Subsidiary Guarantor, such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to an Intercompany Loan be included as an Unencumbered Pool Property, or that the Indenture providing for a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary Guarantee of payment of the Borrower be included as an Unencumbered Pool AssetNotes by such Restricted Subsidiary, (ii) if the Notes or that Real Estate that is subject the Subsidiary Guarantee (if any) of such Restricted Subsidiary are subordinated in right of payment to an Intercompany Loan which loan is owned by a Wholly Owned Subsidiary of Borrower be included as an Unencumbered Pool Propertythe Guaranteed Debt, the Borrower Subsidiary Guarantee under the supplemental indenture shall as a condition thereto, in addition be subordinated to the 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 Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents Restricted Subsidiary's guarantee with respect to the 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 Restricted Subsidiary's Subsidiary that Guarantee with respect to the Notes substantially to the same extent as the Guaranteed Debt is an Unencumbered Pool Asset Owner subordinated to the Notes or owner of an Intercompany Loan. In connection with the delivery Subsidiary Guarantee (if any) of such Joinder AgreementRestricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or subrogation or any other rights against the Borrower Company or any other Restricted Subsidiary to its obligation under its Subsidiary Guarantee, and (v) such Restricted Subsidiary 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 and instruments as the Agent may reasonably require. Each Guarantor shall be organized under the laws enforceable obligation of a State within the United States and shall have its principal place of business in the United Statessuch Restricted Subsidiary, except that a Guarantor which owns an Unencumbered Pool Property in Canada insofar as enforcement thereof may be organized under the 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 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 Statesequity.

Additional Subsidiary Guarantors. In As and to the event extent that the (i) Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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, Property in connection with the request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower shall as becomes a condition theretoborrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in addition to the requirements of §7.20each case, Borrower shall cause each such Wholly Owned Subsidiary nd each other Subsidiary that is a Direct Owner or 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 Subsidiary that becomes shall be authorized, in accordance with its respective organizational documents, to be a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanfrom and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of 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 event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary Upon delivery of the Borrower that annual financial statements for the 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 subject already a Subsidiary Guarantor to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly Owned Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall (a) 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 Subsidiary that becomes a Any Subsidiary Guarantor shall not be restricted by 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 and applicable law from serving obligations as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents guarantor with respect to both the Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of 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 Indebtedness under the laws of a State within Note Purchase Agreement and 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 Indebtedness under the laws of a Canadian province. In the event Term Credit Agreement (provided 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 release does not occur as a result of such Guarantor not being organized a prepayment of the Indebtedness under the laws Note Purchase Agreement and the Indebtedness under the Term Credit Agreement, unless such prepayment occurs in connection with a refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) of a State within the United StatesIndebtedness 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 pursuant to the preceding clause (ii) or pursuant to the terms of the Subsidiary Guaranty, the Administrative Agent shall execute such other documentation as is reasonably requested by the Company to evidence such release.

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Wholly Owned 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 106 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 that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that shall constitute a Qualifying 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 PropertyMaterial Subsidiary, the Borrower shall cause such Subsidiary, as a condition thereto, in addition to the requirements of §7.20such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, 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 Subsidiary that becomes a Additional Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents documents, to guarantee the Obligations and applicable law from serving as the Hedge Obligations and become a Guarantor hereunderparty to the Contribution Agreement. The Borrower 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 is 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 Unencumbered Pool Asset Owner or owner “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 an Intercompany Loaneach Lender. In connection with the delivery of such 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. 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 As and to the event extent that the (i) Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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, Property in connection with the request of any Loan as contemplated by §5.1 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof or (ii) any Wholly-Owned Subsidiary of the Borrower shall as becomes a condition theretoborrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Indebtedness owing to any Person other than a Loan Party, in addition to the requirements of §7.20each case, Borrower shall cause each such Wholly Owned Subsidiary nd each other Subsidiary that is a Direct Owner or 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 72 shall have completed such compliance processes with respect to such Person. Each such Subsidiary that becomes shall be authorized, in accordance with its respective organizational documents, to be a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanfrom and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of 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 event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 PropertyProperty for purposes of calculation of the Unencumbered Asset Value, the Borrower shall as a condition thereto, in addition to the requirements of §7.207.22, cause each such Wholly Owned Subsidiary (and any other Subsidiary of Borrower having an interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, and such Subsidiary (and any such other Subsidiary) shall become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary or the Borrower 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 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 Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents and applicable law from serving as law, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanother entity. In connection with the delivery of 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 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 within the United States and shall have its principal place of business in a State, consistent with the United Statesrequirements of §7.2. The Borrower may request in writing that the Agent release, except that and the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor which owns an Unencumbered Pool Property from the Guaranty so long as: (i) no Default or Event of Default shall then be 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 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 being organized under otherwise required by the laws terms of this Agreement to be a State within Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the United Statescalculation 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) In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 PropertyProperty for purposes of calculation of the Unencumbered Asset Value, the Borrower shall as a condition thereto, in addition to the requirements of §7.207.22, cause each such Wholly Owned Subsidiary (and any other Subsidiary of Borrower having an interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, and such Subsidiary (and any such other Subsidiary) shall become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary or the Borrower 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 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 Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by specifically authorized, in accordance with its respective organizational documents and applicable law from serving as law, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanother entity. In connection with the delivery of 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 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 within the United States and shall have its principal place of business in a State, consistent with the United States, except that a Guarantor which owns an Unencumbered Pool Property in Canada may be organized under the laws requirements 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§7.2.

Additional Subsidiary Guarantors. In The initial Guarantors hereunder shall be SEGI and such of the event Subsidiaries of SEGI as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, 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 additional Guarantor shall be as fully a party hereto as if such Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the Borrower shall request that certain Real Estate addition or release of a Wholly Owned any other Guarantor hereunder, nor by any election of Lender not to cause any Subsidiary of the Borrower SEGI to become an additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is not subject or becomes a party hereto regardless of whether any other Person becomes or fails to an Intercompany Loan become or ceases to be included as an Unencumbered Pool Property, or that a Qualifying 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 as a condition thereto, in addition to the 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 Guarantor shall from time to time cause any present wholly owned subsidiary of Guarantor or future wholly owned subsidiary of Guarantor, within 30 days after any such Subsidiary that Person becomes a Subsidiary Subsidiary, that is not a Guarantor shall not be restricted by its respective organizational documents and applicable law from serving to join this Guaranty as a Guarantor hereunder. The Borrower shall further cause all representations, covenants pursuant to a joinder agreement in form and agreements in the Loan Documents with respect substance satisfactory to the Guarantors to be true and correct with respect to each Lender unless such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with the delivery of 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 a Subsidiary organized under the laws of a State within jurisdiction outside of the United States and shall have its principal place under applicable foreign law; such Subsidiary is not permitted to guarantee the Credit Obligations. Each Guarantor will, promptly upon the request of business in the United StatesLender from time to time, 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 provinceexecute, Borrower shallacknowledge and deliver, and file and record, all such instruments, and take all such action, as a condition Lender deems necessary or advisable to such Person becoming a Guarantor, cause such Guarantor to enter into such additional agreements as Agent may reasonably require as a result carry out the intent and purposes of such Guarantor not being organized under the laws of a State within the United Statesthis Section 4.11.

Additional Subsidiary Guarantors. In the event 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 the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary all Subsidiaries of the Borrower that is not Company (other than Special Purpose Entities) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 PropertySECTION 8.5, the Borrower Company or any of its Subsidiaries shall as form or acquire any new Subsidiary after the date hereof (or any Subsidiary ceases to be a condition theretoSpecial Purpose Entity), in addition to the requirements of §7.20, Company or such Subsidiary will cause each such Wholly Owned new Subsidiary (a) to execute and deliver a joinder agreement to Agent the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Joinder AgreementSubsidiary 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 Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary under the Subsidiary Guaranty; (c) if such Subsidiary 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 execute 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 a Subsidiary Guarantor hereunder. Each such Subsidiary that becomes a Subsidiary Guarantor shall not be restricted bound by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representationsof the terms, covenants and agreements contained in the Loan Documents with respect Related Agreements to which Subsidiary Guarantors are parties, and (e) to deliver opinions of counsel to the Guarantors to be true and correct with respect to each Company or such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loanas to such matters as the Purchaser may request. In connection with the delivery of such Joinder Agreementaddition, the Borrower Company shall deliver grant 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 Purchaser a State within the United States and shall have its principal place of business valid first priority perfected security interest in the United StatesCapital Stock of any Subsidiary to secure the Obligations to Purchaser, 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 subject 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 StatesSECTION 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 Wholly Owned Subsidiary of the Borrower that is not subject Multicare Guaranty and thereby an "Obligor" hereunder pursuant to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying 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 as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly Owned Subsidiary to execute and deliver to Agent a Joinder Assumption Agreement, and shall deliver such 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 a "Subsidiary Guarantor" hereunder until such time as such Glenmark Partnership shall become a wholly-owned Subsidiary of any Obligor and (b) any Subsidiary acquired or formed after the date hereof shall not be required to become a "Subsidiary Guarantor" under the Multicare Guaranty and an "Obligor" hereunder if such Subsidiary shall become a Subsidiary Guarantor hereunder. Each be liable with respect to Permitted Acquisition Debt provided that (i) the original principal amount of such Subsidiary that becomes a Subsidiary Guarantor Permitted Acquisition Debt shall not be restricted less than 66 2/3% of the value of all Property held by its respective organizational documents and applicable law from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors such Subsidiary (such value to be true and correct with respect reasonably determined by the Administrative Agent and, unless such valuation shall be unreasonable, such value shall be deemed to each be the acquisition price), (ii) the aggregate value of all Property held by such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan. In connection with and all other Consolidated Entities who are liable for Permitted Acquisition Debt (such value to be reasonably determined by the delivery of Administrative Agent and, unless 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 valuation shall be organized under unreasonable, such value shall be deemed to be the laws 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 conditional sale or other title retention agreement or a State within Capital Lease entered into after the United States and Initial Closing Date (such value to be reasonably determined by the Administrative Agent and, unless such valuation shall have its principal place be unreasonable, such valuation shall be deemed to be the acquisition price), (iii) no Default or Event 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 Default exists or would exist after giving effect to such Person becoming Acquisition and (iv) if such Subsidiary shall cease to be liable for such Permitted Acquisition Debt, it shall then become a "Subsidiary 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" and an "Obligor" hereunder.