Common use of Guarantors Clause in Contracts

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) Any time after the Effective Date or in connection with Date, Borrower may cause any of its Subsidiaries to guarantee the addition Obligations of a Property Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Guarantee Agreement, the Borrower shall deliver in form set forth on Annex 1 to the Administrative Agent each of the following in form Guarantee Agreement and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A)proposed Guarantor. If, (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on at any time following the Effective Date; provided, howevera Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, promptly (in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in any event within one hundred twenty (120) days, unless extended by writing to Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to cause such Guarantor to be subject to the restriction which prevented it released from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary its guarantee of the Obligations, and a Responsible Officer of Borrower or the Borrower. (b) The Borrower may request certifies in writing that the Administrative Agent immediately after giving effect to such release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default shall have occurred and be continuing, then exists or would occur as a result immediately upon the delivery of such release, including, without limitation, a Default or Event of Default resulting from a violation of any notice and certification to Administrative Agent such Guarantor’s guarantee of the covenants contained in Section 10.1; (iv) Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the representations and warranties made or deemed made by Guarantee Agreement. Notwithstanding the Borrower and each other Loan Party in the Loan Documents to which any of them foregoing, no Guarantor that is a party, shall be true Significant Subsidiary and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and guarantees any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) Debt may be released from the Guaranty (whichGuarantee Agreement and its Guarantee Obligation thereunder, for avoidance including as a result of doubt, shall in no event include ▇▇▇▇▇▇ REIT)being designated as an Unrestricted Subsidiary, unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that Guarantor is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days simultaneously released from its guarantee of such failureMaterial Debt. In Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of release contemplated by this Section 8.14(a) above within thirty (30) days of executing such third party Guaranty6.10.

Guarantors. The Borrower will take such action, and will cause each of its Domestic Subsidiaries (aother than Immaterial Subsidiaries) Subject to take such action, from time to time as shall be necessary to ensure that such Domestic Subsidiaries of the Borrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Immaterial Subsidiary) that shall constitute a Subsidiary hereunder or any Domestic Subsidiary shall cease to be an Immaterial Subsidiary, the Borrower and its Subsidiaries will cause such Subsidiary to: (i) become a “Guarantor” hereunder, and a “Securing Party” under the Security Agreement pursuant to a Subsidiary Joinder Agreement; (ii) cause such Domestic Subsidiary to take such action (including delivering such shares of stock, executing and delivering such UCC financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder to the extent required pursuant to the Security Agreement; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Loan Parties pursuant to Section 8.14(c)5.01 on the Effective Date as the Administrative Agent shall reasonably request. In addition, within one hundred twenty promptly but in no event later than 30 days following the formation or acquisition of a Foreign Subsidiary (120) days, unless which period may be extended by the Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time to time as shall deliver be necessary to ensure that 65% of the equity interests of each Foreign Subsidiary that is directly owned by the Borrower or any Domestic Subsidiary (a “First-Tier Foreign Subsidiary”) shall be pledged in favor of the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such releasea sub-agent thereof) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade RatingLenders, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party pursuant to the Guaranty hereunder Security Agreement or such other pledge or similar agreement as the Administrative Agent shall reasonably request (and in that connection Borrower will, and will cause such Domestic Subsidiary to, comply with all the terms and conditions other requirements of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guarantythis Section), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty Within five (1205) days, unless extended by Administrative Agent in its sole discretion, Business Days of any Person becoming Subsidiary of Borrower executing and delivering a Material Guaranty of any Indebtedness of the Borrower or the Parent (excluding, however, (i) any Subsidiary (other than an Excluded Subsidiary) after executing such a Guaranty in connection with Indebtedness incurred in connection with the Effective Date acquisition of such Subsidiary by the Borrower or the Parent or in connection with the addition acquisition of property by such Subsidiary, so long as such Guaranty is executed at the time such Indebtedness is incurred, (ii) any Subsidiary executing a Property Guaranty of Indebtedness which is based in substantial part on the value of the assets of such Subsidiary and which, in connection with such Guaranty, also provides a Mortgage, Negative Pledge or other Lien on all or substantially all of its assets to secure such Indebtedness, and (iii) any Subsidiary whose Guaranty prohibits such Subsidiary from guarantying other Indebtedness of the Unencumbered Pool that is owned by Borrower [Borrower and Parent agreeing to use their reasonable efforts to not agree to such a Subsidiary not already a Guarantor (or Borrowerprohibition]), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (Aa) an Accession Agreement executed by such Subsidiary and (Bb) the items that would have been delivered under subsections (iv)(A), (viv) through (viii), (xiii) and (xivxix) through (xvi), of Section 6.1(a6.1.(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the BorrowerDate. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor (but not the Parent) from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool owns no Borrowing Base Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool does own a Borrowing Base Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c)this Section; and (iii) no Default or Event of Default shall then exists be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) Any time after the Effective Date or in connection with Date, Borrower may cause any of its Subsidiaries to guarantee the addition Obligations of a Property Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Guarantee Agreement, the Borrower shall deliver in form set forth on Annex 1 to the Administrative Agent each of the following in form Guarantee Agreement and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A)proposed Guarantor. If, (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on at any time following the Effective Date; provided, howevera Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary or ceases to be a Subsidiary, promptly (in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in any event within one hundred twenty (120) days, unless extended by writing to Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to cause such Guarantor to be subject to the restriction which prevented it released from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary its guarantee of the Obligations, and a Responsible Officer of Borrower or the Borrower. (b) The Borrower may request certifies in writing that the Administrative Agent immediately after giving effect to such release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default shall have occurred and be continuing, then exists or would occur as a result immediately upon the delivery of such release, including, without limitation, a Default or Event of Default resulting from a violation of any notice and certification to Administrative Agent such Guarantor’s guarantee of the covenants contained in Section 10.1; (iv) Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the representations and warranties made or deemed made by Guarantee Agreement. Notwithstanding the Borrower and each other Loan Party in the Loan Documents to which any of them foregoing, no Guarantor that is a party, shall be true Significant Subsidiary and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and guarantees any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) Debt may be released from the Guaranty (whichGuarantee Agreement and its Guarantee Obligation thereunder, for avoidance including as a result of doubt, shall in no event include ▇▇▇▇▇▇ REIT)being designated as an Unrestricted Subsidiary, unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that Guarantor is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days simultaneously released from its guarantee of such failureMaterial Debt. In Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of release contemplated by this Section 8.14(a) above within thirty (30) days of executing such third party Guaranty6.10.

Guarantors. (a) Subject In the event that (i) Borrower determines that certain Real Estate of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to Section 8.14(cbe included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), within one hundred twenty and such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (120and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. (b) daysBorrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, unless extended guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder. (c) Any Subsidiary or Controlled JV Entity subject to clauses (a) or (b) above shall not be restricted by Administrative Agent its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in its sole discretionthe Loan Documents with respect to the Guarantors, of any Person becoming a Material Subsidiary (other than an Excluded if any, to be true and correct with respect to each such Subsidiary) after the Effective Date , or in Controlled JV Entity. In connection with the addition delivery of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (Guaranty or Borrower)such Joinder Agreement, the Borrower shall deliver to the Administrative Agent each of the following in form such organizational agreements, resolutions, consents, opinions and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary other documents and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, instruments as the case Agent may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrowerreasonably require. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material The Company shall cause each Domestic Restricted Subsidiary (other than an Excluded Subsidiary) after the Effective Date any Foreign Subsidiary Holding Company or in connection with the addition Subsidiary of a Property Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Indebtedness or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or BorrowerSection 10.08(b)(i), or any Public Debt of the Borrower shall Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Administrative Agent each Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the following Securities on the same terms and conditions as those set forth in form and substance satisfactory this Indenture (subject to any limitations that apply to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), guarantee of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject Indebtedness giving rise to the restriction which prevented it from becoming requirement to deliver a Guarantor on the Effective Date or delivering an Accession Guaranty Agreement pursuant to this SectionSection 10.16). Any such Domestic Restricted Subsidiary shall, as the case may be, such Subsidiary shall comply substantially concurrently with the provisions execution of this Section. For such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the purpose Company shall cause all of clarity, each Unencumbered Pool Property must be the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor or to be pledged to secure the BorrowerSecurities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, any Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 8.14(c), such Guarantor does 10.16 shall not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required apply to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent Company’s Subsidiaries that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and properly designated as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestan Unrestricted Subsidiary. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in The Borrower shall cause each of its sole discretion, of any Person becoming a Material Subsidiary Subsidiaries (other than an the Excluded SubsidiarySubsidiaries) after to guarantee pursuant to the Effective Date Guaranty Agreement or supplement thereto (or, in connection with the addition case of a Property to Foreign Subsidiary, any other guarantee agreement requested by the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Administrative Agent) the Secured Obligations. In furtherance of the above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c45 days thereof), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (bi) The Borrower may request in writing that provide written notice to the Administrative Agent releaseand the Lenders upon any Person becoming a Subsidiary, and upon receipt setting forth information in reasonable detail describing all of the assets of such request Person, (ii) cause such Person to execute a supplement to the Guaranty Agreement and such other Collateral Documents as are necessary for the Borrower and its Subsidiaries to comply with Section 6.26, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Administrative Agent shall release(together with undated stock powers signed in blank, a Guarantor from if applicable) and pledged to the Guaranty so long as: (iAdministrative Agent pursuant to an appropriate pledge agreement(s) subject to Section 8.14(c), such Guarantor does not own in substantially the form of the Pledge and Security Agreement (or will not own as of such releasejoinder or other supplement thereto) any Unencumbered Pool Property, nor any direct or indirect equity interest and otherwise in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party form reasonably acceptable to the Guaranty under Administrative Agent and (iv) deliver such other documentation as the immediately preceding subsection (a) or Administrative Agent may reasonably request in connection with the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such releaseforegoing, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations certified resolutions and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date authority documents of such release with the same force and effect as if made on and as of such date except Person and, to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) requested by the Administrative Agent Agent, favorable opinions of counsel to such Person (which shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any or such request shall constitute other guarantee agreement if such execution and delivery would cause 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 Deemed Dividend Problem or a Financial Assistance Problem with respect to such request. (c) Notwithstanding anything to Foreign Subsidiary and, in lieu thereof, the contrary contained in Borrower and the relevant Subsidiaries shall provide the pledge agreements required under this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary 6.25 or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty6.26.

Guarantors. The Borrower will (a) Subject cause each Material Domestic Subsidiary to Section 8.14(c), within one hundred twenty execute this Agreement as a Guarantor (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) and from and after the Effective Date or in connection with the addition of a Property cause each Material Domestic Subsidiary to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall execute and deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii)as promptly as possible, and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and but in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days after becoming a Material Domestic Subsidiary of the Borrower, an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such failureSubsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower’s written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re-execute the Guarantor Supplement and re-deliver such corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.23 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Subsidiaries and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Subsidiaries. In addition to the event Subsidiaries that are required to become Guarantors pursuant to the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary to become a Material Subsidiary (Guarantor by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with corporate resolutions, opinions of counsel and such other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or corporate documentation as the Administrative Agent may reasonably request. The Borrower may cause any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then becomes a Guarantor that is party pursuant to the Guaranty hereunder provides preceding sentence that has not since become a Guaranty of Indebtedness Material Domestic Subsidiary to cease being a Person other than Guarantor at any time by notice to the Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject The Company will cause each Subsidiary that is or becomes a borrower or guarantor under or in respect of any Principal Credit Facility to Section 8.14(cbecome a Guarantor, prior to or concurrently with so becoming a borrower or a guarantor as aforesaid, by causing such Person (a “Guarantor”), within one hundred twenty (120) daysat the Company’s expense, unless extended by Administrative Agent in its sole discretionto execute and/or deliver to each holder of Notes, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned extent not prohibited by applicable law: (i) (A) a Subsidiary not already a Guarantor Guaranty Agreement in substantially the form of Exhibit 9.7 hereto (or Borrower)a Joinder Agreement to such Guaranty Agreement in substantially the form of Exhibit A thereto) pursuant to which such Subsidiary shall agree, inter alia, to guarantee the Borrower shall deliver to the Administrative Agent each of the following Obligations, or (B) a guarantee agreement otherwise in form and substance reasonably satisfactory to the Administrative AgentRequired Holders; (ii) copies of the Organizational Documents of such Guarantor, resolutions of the board of directors (or other similar governing body) of such Guarantor authorizing its execution and delivery of the Subsidiary Guaranty by such Guarantor and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); and (iii) an opinion of counsel to such Guarantor with respect to the Subsidiary Guaranty executed by such Guarantor, which opinion may be subject to customary qualifications and limitations, to the effect that: (A) an Accession Agreement the applicable Subsidiary Guaranty has been duly executed by such Subsidiary and authorized, (B) such Subsidiary Guaranty constitutes a valid, binding and enforceable obligation of such Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity and (C) except as could not reasonably be expected to result in a Material Adverse Effect, the items that would have been delivered execution, delivery and performance by the Guarantor of the Subsidiary Guaranty will not (1) contravene, result in any breach of, or constitute a default under subsections (iv)(A)any corporate charter or by-laws or similar organizational documents of such Guarantor, (v2) through conflict with or result in a breach of the express terms or conditions of material Indebtedness of the Company or such Guarantor, or (viii), and 3) violate any provision of any Federal or state (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to which may be subject limited to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period state(s) in which the owner of any Unencumbered Pool Property such counsel is not required admitted to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower practice) statute or the Borrowerother rule or regulation. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: Upon (i) delivery to the Company of a consent executed by the Required Holders with respect to a Guarantor (but subject to the provisions of Section 8.14(c17.2(c) hereof), (ii) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guarantor, after which such Guarantor is no longer a Subsidiary or a Permitted Joint Venture, or (iii) the sale or disposition of all the assets of such Guarantor, which sale, exchange, transfer or disposition is made in compliance with the applicable provisions of Section 10.2 (but only if such Guarantor will not be a borrower or guarantor of obligations outstanding under any Principal Credit Facility after giving effect to such transaction), such Person shall automatically be released as a Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any under the Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor Guaranty to which it is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting with effect from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date event under clause (in which case such representations and warranties shall have been true and correct on and as of such earlier datei), (ii) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c)The Borrower will, within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material and will cause each Subsidiary (other than an Excluded Subsidiary) created, acquired or existing on or after the Effective Closing Date or any other Subsidiary which is otherwise required to become a guarantor under the Subordinated Indenture (as such term is defined in connection with the addition of a Property FIL Credit Agreement), to the Unencumbered Pool that is owned by a Subsidiary not already become a Guarantor (or Borrower), the Borrower immediately and shall cause such Subsidiary to execute and deliver to the Administrative Agent each for the benefit of the following Agent and the Banks (a) a Guarantee and (b) further Security Documents or other instruments and documents as the Agent may reasonably require in order to grant to the Agent a first priority perfected security interest in such Subsidiary's assets, together with legal opinions in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by Agent to be delivered to the Agent and the Banks opining as to the authorization, validity and enforceability of such Subsidiary Guaranty and Security Documents and (Bas to the applicable Security Documents) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), perfection of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Datesecurity interests; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming extent any Subsidiary is not permitted by applicable law or is otherwise impracticable to become a Guarantor on hereunder and/or grant to the Effective Date Agent a security interest in such Subsidiary's assets, such Subsidiary shall not be required to execute and deliver such Guarantee or delivering an Accession Agreement pursuant to this Sectionother Security Documents, as the case may be, such and shall be considered an Excluded Subsidiary shall comply with hereunder; and provided, further, to the provisions extent the Borrower or any of this Section. For its Subsidiaries forms a Subsidiary for the purpose of clarity, each Unencumbered Pool Property must be owned by consummating a Guarantor or Permitted Acquisition (as such term is defined in the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(cFIL Credit Agreement), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall would otherwise be required to become a Guarantor hereunder, such Subsidiary shall not be required to become a Guarantor hereunder or execute and deliver any Material Subsidiary or owner Security Documents hereunder until the earlier to occur of any Unencumbered Pool Property (or any other Subsidiarya) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) the consummation of the preceding subsection Permitted Acquisition or (b) may be released from such Subsidiary has assets valued at more than $100,000 in the Guaranty (whichaggregate, for avoidance of doubtprovided until such Subsidiary becomes a Guarantor or a Borrower hereunder, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or neither the Borrower nor any Subsidiary that directly or indirectly owns shall be permitted to make any Equity Interest Investments in such Person, provides a Guaranty excess of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined $100,000 in the Guaranty). In the event Borrower fails aggregate or Distributions to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded such Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor (other than the Excluded Subsidiaries for the thirty (30) day period after the Effective Date) becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) Subject to Section 8.14(c), within one hundred twenty execute (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material or cause the Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each holder of the following equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance satisfactory to the Administrative Agent: , together with such supporting documentation (Aincluding authorizing resolutions and opinions of counsel) an Accession Agreement executed by as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii)allowed without causing a Deemed Dividend Problem, and (xivb) through (xvi)to the extent deemed necessary by the Required Lenders, of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date; provided, however, promptly (any Guarantor that does not pass the Material Subsidiary Test and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), an obligor in which case such Unencumbered Pool Property need only be owned by a Subsidiary respect of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) Senior Notes may be released from the Guaranty by the Borrower providing thirty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness 30) days’ written notice to a Person other than to the Administrative Agent, for which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the benefit Material Subsidiary Test and is not an obligor in respect of the Guarantied Parties (as defined Senior Notes and include calculations and other supporting information sufficient, in the Guaranty). In Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) Test and each owner of any Unencumbered Pool Property that is not then a an obligor in respect of the Senior Notes. The Guarantor that is a party to subject of such notice shall automatically be deemed removed from the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days after the Administrative Agent’s receipt of such failurewritten notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. In Similarly, in the event that any Foreign Subsidiary, the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that Test and is not then a Guarantor that is party an obligor in respect of the Senior Notes, such Foreign Subsidiary may be released from the applicable pledge agreement by the Borrower providing thirty (30) days’ written notice to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for which written notice shall request such Foreign Subsidiary’s release, certify that such Foreign Subsidiary does not pass the benefit Material Subsidiary Test and is not an obligor in respect of the Guarantied Parties (as defined Senior Notes and include calculations and other supporting information sufficient, in the Guaranty)Administrative Agent’s reasonable determination, then to establish that such Foreign Subsidiary does not pass the Material Subsidiary, owner Subsidiary Test and is not an obligor in respect of any Unencumbered Pool Property and/or the Senior Notes. The Foreign Subsidiary subject of such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, notice shall comply with all automatically be deemed released from the terms and conditions of Section 8.14(a) above within pledge agreement thirty (30) days after the Administrative Agent’s receipt of executing such third party Guaranty.written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such

Guarantors. The Borrower will (a) Subject cause each Material Domestic Subsidiary to Section 8.14(c), within one hundred twenty execute this Agreement as a Guarantor (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) and from and after the Effective Date or in connection with the addition of a Property cause each Material Domestic Subsidiary to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall execute and deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii)as promptly as possible, and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and but in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days after becoming a Material Domestic Subsidiary of the Borrower (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such failureSubsidiary shall become a "Guarantor" under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower's written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the event Subsidiaries that are required to become Guarantors pursuant to the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary to become a Material Subsidiary (Guarantor by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then becomes a Guarantor that is party pursuant to the Guaranty hereunder provides preceding sentence that has not since become a Guaranty of Indebtedness Material Domestic Subsidiary to cease being a Person other than Guarantor at any time by notice to the Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c)If during any fiscal quarter, within one hundred twenty by way of Division or otherwise, (120i) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary that should be a Parent Guarantor is organized or acquired or (other than an Excluded Subsidiaryii) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool Subsidiary that is owned by a Subsidiary not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any such Subsidiary or Borrowerits assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent each of the following in form and substance satisfactory a joinder to the Administrative Agent: Guaranty (Ain the form contemplated thereby) an Accession Agreement executed by pursuant to which such Subsidiary agrees to be bound by the terms and (B) provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the items appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under subsections (iv)(A), (vSections 4.1(c) through (viii), and (xiv) through (xvi), of Section 6.1(ae) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (in each case in form and in any event within one hundred twenty (120) days, unless extended by substance reasonably satisfactory to the Administrative Agent in and its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Sectioncounsel, and such other documentation as the case Administrative Agent may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrowerreasonably request. (b) The Borrower may request in writing that the Administrative Agent releaserelease a Guarantor, and upon receipt of such request the Administrative Agent shall releaseother than any Parent Guarantor, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property[reserved]; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default shall then exists be in existence or would occur as a result of such release, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.16.16; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request (which such request shall include a certificate of an Authorized Signatory of the Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) Notwithstanding anything Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the contrary contained in this Section 8.14 aboveextent applicable) deliver to the Loan Parties, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating upon the Loan Parties’ request and for so long at the Loan Parties’ expense, such documentation as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property is reasonably requested by the Borrower (or any other Subsidiary) shall be required and reasonably satisfactory to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for ) or is necessary to evidence the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days release of such failure. In Person from its obligations under the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party GuarantyLoan Documents.

Guarantors. (a) Subject to Section 8.14(c)At all times during which neither the Parent has Investment Grade Ratings nor the Borrower has Investment Grade Ratings, within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) 10 Business Days after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool or any other asset that is owned by a Wholly Owned Subsidiary (other than a Foreign Subsidiary) that is not already a Guarantor (or Borrower)is first included in the calculation of Unencumbered Asset Value, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (Ai) an Accession Agreement executed by the Subsidiary that owns such Subsidiary Property or other asset and (Bii) the items that would have been delivered under subsections (iv)(A), (viv) through (viii), ) and (xivxiii) through (xvi), of Section 6.1(a5.1.(a) if such Subsidiary had been a Material Subsidiary Guarantor on the Effective Agreement Date; provided, howeverwith each reference to “Agreement Date” in such subsections deemed to be a reference to the date the Accession Agreement referenced in the immediately preceding clause (i) is delivered to the Administrative Agent. (b) At all times during which either the Parent has an Investment Grade Ratings or the Borrower has Investment Grade Ratings, promptly (and in within 10 Business Days following the date on which any event within one hundred twenty (120) daysof the following conditions first applies to any Subsidiary that is not already a Guarantor, unless extended by the Borrower shall deliver to the Administrative Agent each of the following in its sole discretion) upon any Excluded Subsidiary ceasing to be subject form and substance satisfactory to the restriction which prevented it from becoming Administrative Agent: (i) an Accession Agreement, and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary had been a Guarantor on the Effective Date or delivering an Agreement Date, with each reference to “Agreement Date” in such subsections deemed to be a reference to the date the Accession Agreement pursuant referenced in the immediately preceding clause (i) is delivered to this Section, as the case may be, Administrative Agent: (A) such Subsidiary shall comply with Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the provisions of this Section. For Parent, the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor Borrower or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower Borrower; or (B) such Subsidiary (A) owns any asset the value of which is included in the determination of Unencumbered Asset Value and (B) has incurred, acquired or the Borrowersuffered to exist any Recourse Indebtedness. (bc) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection subsections (a) or the last two sentences of the following subsection (cb), as applicable; (iiiii) no Default or Event of Default shall then exists be in existence or would occur as a result of such release, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.19.1.; (iviii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (viv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. The Borrower will (a) Subject cause each Material Domestic Subsidiary to Section 8.14(c), within one hundred twenty execute this Agreement as a Guarantor (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) and from and after the Effective Date or in connection with the addition of a Property cause each Material Domestic Subsidiary to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall execute and deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii)as promptly as possible, and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and but in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days after becoming a Material Domestic Subsidiary of the Borrower, an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such failureSubsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower’s written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re-execute the Guarantor Supplement and re-deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the event Subsidiaries that are required to become Guarantors pursuant to the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary to become a Material Subsidiary (Guarantor by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then becomes a Guarantor that is party pursuant to the Guaranty hereunder provides preceding sentence that has not since become a Guaranty of Indebtedness Material Domestic Subsidiary to cease being a Person other than Guarantor at any time by notice to the Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. The Borrower will take such action, and will cause each of its Domestic Subsidiaries (aother than Immaterial Subsidiaries) Subject to take such action, from time to time as shall be necessary to ensure that such Domestic Subsidiaries of the Borrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Immaterial Subsidiary) that shall constitute a Subsidiary hereunder or any Domestic Subsidiary shall cease to be an Immaterial Subsidiary, the Borrower and its Subsidiaries will cause such Subsidiary to, within 30 days of such event: (i) become a “Guarantor” hereunder, and a “Securing Party” under the Security Agreement pursuant to a Subsidiary Joinder Agreement; (ii) cause such Domestic Subsidiary to take such action (including delivering such shares of stock, executing and delivering such UCC financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder to the extent required pursuant to the Security Agreement; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Loan Parties pursuant to Section 8.14(c)5.01 on the Restatement Date as the Administrative Agent shall reasonably request. In addition, within one hundred twenty promptly but in no event later than 30 days following the formation or acquisition of a Foreign Subsidiary (120) days, unless which period may be extended by the Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time to time as shall deliver be necessary to ensure that 65% of the equity interests of each Foreign Subsidiary that is directly owned by the Borrower or any Domestic Subsidiary (a “First-Tier Foreign Subsidiary”) shall be pledged in favor of the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such releasea sub-agent thereof) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade RatingLenders, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party pursuant to the Guaranty hereunder Security Agreement or such other pledge or similar agreement as the Administrative Agent shall reasonably request (and in that connection Borrower will, and will cause such Domestic Subsidiary to, comply with all the terms and conditions other requirements of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guarantythis Section), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject Prior to Section 8.14(cthe Investment Grade Rating Date (or during any period following the Investment Grade Rating Date that the Borrower ceases to have an Investment Grade Rating), within one hundred twenty (120) daysif, unless extended by Administrative Agent in its sole discretionduring any fiscal quarter, of any Person becoming is or becomes a Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing or Immaterial Subsidiary ceases to be subject to the restriction which prevented it from becoming a Guarantor as otherwise required under this Agreement (in the case of an Excluded Subsidiary) or ceases to be an Immaterial Subsidiary (in the case of an Immaterial Subsidiary), then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.1(c) with respect to such fiscal quarter or, if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the Effective last day of such fiscal quarter, or such longer period as the Administrative Agent may agree in its sole discretion, the Borrower shall (i) cause such Subsidiary to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. (b) On and at all times after the Investment Grade Rating Date that the Borrower maintains an Investment Grade Rating from either Rating Agency, no Subsidiary of the Borrower shall be required to become a Guarantor (and the Administrative Agent shall promptly release any Subsidiary of the Borrower from its obligations as a Guarantor hereunder and under the other Loan Documents in accordance with Section 5.11(e) below) unless any of the following conditions applies to such Subsidiary: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower; or (ii) (A) such Subsidiary owns an Eligible Property the value of which is included in the determination of Unencumbered Pool Value or the calculation of the financial covenant in Section 6.8 hereof and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness other than Nonrecourse Indebtedness. The Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the foregoing conditions applies to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. Delivery of the foregoing items shall be made by the Borrower within 10 days of the applicable Subsidiary becoming subject to the condition requiring it to provide a Joinder Agreement (or Guaranty, as applicable) under this subsection (b). (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing and delivering an Accession to the Administrative Agent a Joinder Agreement pursuant and the other items required to this Sectionbe delivered under the immediately preceding clauses (a) and (b), as applicable. (d) Notwithstanding anything to the contrary contained herein, if the Administrative Agent notifies the Borrower (or any Lender notifies the Administrative Agent) that a Person to be made a Guarantor does not satisfy the “know your customer” or other similar requirements of the Administrative Agent or such Lender, as the case may be, then such Subsidiary Person shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by not become a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the BorrowerGuarantor. (be) The Borrower may at any time request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall (without the consent of any other Lenders) release, a Guarantor from the Guaranty Agreement so long as: as (i) subject prior to Section 8.14(c)the Investment Grade Rating Date, such Guarantor does is not own (or will not own as of such release) any Unencumbered Pool Propertythe OP Guarantor, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty Agreement under either of the immediately preceding subsection subsections (a) or the last two sentences (b), in each case, because of events or transactions not otherwise prohibited under any of the following subsection (c); Loan Documents, (iii) no Default or Event of Default shall then exists be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; Article VI, (ivvi) the all representations and warranties made or deemed made by the Borrower and of each other Loan Party set forth in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such release and with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate solely to were made as of an earlier date (date, in which case such representations and warranties they shall have been true and correct on and in all material respects as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; ), and (v) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything . The Administrative Agent agrees to furnish to the contrary contained in this Section 8.14 aboveBorrower, if upon B▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating’s written request and at the Borrower’s sole cost and expense, no Material Subsidiary any release, termination, or owner of any Unencumbered Pool Property (other agreement or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of document evidencing the preceding subsection (b) foregoing release as may be released from reasonably requested by the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party GuarantyBorrower.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) Any time after the Effective Date or in connection with Date, Borrower may cause any of its Subsidiaries to guarantee the addition Obligations of a Property Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Guarantee Agreement, the Borrower shall deliver in form set forth on Annex 1 to the Administrative Agent each of the following in form Guarantee Agreement and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A)proposed Guarantor. If, (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on at any time following the Effective Date; provided, howevera Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, promptly (in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in any event within one hundred twenty (120) days, unless extended by writing to Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to cause such Guarantor to be subject to the restriction which prevented it released from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary its guarantee of the Obligations, and a Responsible Officer of Borrower or the Borrower. (b) The Borrower may request certifies in writing that the Administrative Agent immediately after giving effect to such release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default shall have occurred and be continuing, then exists or would occur as a result immediately upon the delivery of such release, including, without limitation, a Default or Event of Default resulting from a violation of any notice and certification to Administrative Agent such Guarantor’s guarantee of the covenants contained in Section 10.1; (iv) Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the representations and warranties made or deemed made by Guarantee Agreement. Notwithstanding the Borrower and each other Loan Party in the Loan Documents to which any of them foregoing, no Guarantor that is a party, shall be true Significant Subsidiary and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and guarantees any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) Debt may be released from the Guarantee Agreement and its Guaranty (whichObligation thereunder, for avoidance including as a result of doubt, shall in no event include ▇▇▇▇▇▇ REIT)being designated as an Unrestricted Subsidiary, unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that Guarantor is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days simultaneously released from its guarantee of such failureMaterial Debt. In Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of release contemplated by this Section 8.14(a) above within thirty (30) days of executing such third party Guaranty6.10.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) Any time after the Effective Date or in connection with Date, Borrower may cause any of its Subsidiaries to guarantee the addition Obligations of a Property Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Guarantee Agreement, the Borrower shall deliver in form set forth on Annex 1 to the Administrative Agent each of the following in form Guarantee Agreement and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A)proposed Guarantor. If, (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on at any time following the Effective Date; provided, howevera Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, promptly (in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in any event within one hundred twenty (120) days, unless extended by writing to Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to cause such Guarantor to be subject to the restriction which prevented it released from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary its guarantee of the Obligations, and a Responsible Officer of Borrower or the Borrower. (b) The Borrower may request certifies in writing that the Administrative Agent immediately after giving effect to such release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default shall have occurred and be continuing, then exists or would occur immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such release, including, without limitation, a Default or Event of Default resulting Guarantor is simultaneously released from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date its guarantee of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Material Debt. Administrative Agent shall have received execute such written request at least ten (10) Business Days (or such shorter period documents as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for shall reasonably request to evidence the release contemplated by this Section 6.10. SECTION 7 NEGATIVE COVENANTS SoSubject to Section 4.05, so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such PersonObligations remain unpaid, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit portion of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.Revolving Commitments remains outstanding:

Guarantors. (a) Subject to the provisions set forth below, the Borrower shall cause each of its Material Subsidiaries to execute and deliver to the Agent the Subsidiary Guaranty or a joinder thereto. In the event that the Borrower shall request that a Property owned or leased by a Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 8.14(c)2.16, within one hundred twenty (120) dayscause each Subsidiary Owner and Indirect Owner in respect thereof to execute and deliver to Agent a joinder to the Subsidiary Guaranty, unless extended by Administrative Agent and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in its sole discretion, the event any Subsidiary of any Person becoming the Borrower shall constitute a Material Subsidiary within the meaning of clause (other than an Excluded Subsidiaryb) after or (c) of the Effective Date or definition thereof, the Borrower shall cause such Subsidiary (and, in connection with the addition case of a Property Material Subsidiary pursuant to clause (b) of the definition thereof, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein) to promptly execute and deliver to Agent a joinder to the Unencumbered Pool Subsidiary Guaranty, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. If the Borrower designates a Reverse 1031 Exchange Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Pool Asset, then the Subsidiary of the Borrower that is master leasing such Reverse 1031 Exchange Property shall execute and deliver to Agent a joinder to the Subsidiary NAI-5000431466v13 Guaranty, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. If the Borrower designates a Property that is owned by an Exchange Property Owner to be included as an Unencumbered Pool Asset during the Marketing Period therefor, then the Exchange Depositor shall execute and deliver to Agent a joinder to the Subsidiary Guaranty and shall thereby become a Subsidiary Guarantor hereunder. For Unencumbered Pool Assets owned by an Exchange Fee Titleholder, upon completion or termination of the Reverse Exchange, if the Borrower desires the applicable Property to remain (or become) an Unencumbered Pool Asset, a Wholly Owned Subsidiary of the Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Pool Asset and at such time the entity that was previously the Exchange Fee Titleholder but has since become a Wholly Owned Subsidiary of the Borrower, or if fee title is acquired, such Subsidiary acquiring fee title, will execute and deliver to Agent a joinder to the Subsidiary Guaranty and thereby become a Subsidiary Guarantor hereunder. If, following the completion or termination of a Reverse Exchange, the requirements of the immediately preceding sentence have not already been satisfied with respect to any Reverse 1031 Exchange Property, then such Reverse 1031 Exchange Property shall not constitute an Unencumbered Pool Asset unless and until such Property satisfies all requirements of this Agreement to qualify as an Unencumbered Pool Asset. Each such Subsidiary described in this Section 6.10(a) shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor (or Borrower)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. In connection with the delivery of any joinder to the Subsidiary Guaranty as provided for herein, the Borrower shall deliver to the Administrative Agent each of the following in form such customary organizational agreements, resolutions, consents, opinions and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary other documents and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, instruments as the case Agent may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrowerreasonably require. (b) In the event that the Borrower shall request that a Property owned or leased, directly or indirectly, by a Qualified Joint Venture be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16 and Section 6.10(a), cause each Qualified Joint Venture Minority Owner of such Qualified Joint Venture to execute and deliver to Agent the Joint Venture Guaranty or a joinder thereto, and such Qualified Joint Venture Minority Owner shall thereby become a Joint Venture Guarantor hereunder. Each such Qualified Joint Venture Minority Owner shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Joint Venture Guarantors to be true and correct with respect to each such Qualified Joint Venture Minority Owner. In connection with the delivery of the Joint Venture Guaranty or any joinder thereto as provided for herein, the Borrower shall deliver, or cause to be delivered, to the Agent (i) to the extent requested by the Agent or any Lender, all information and documentation regarding any such new Joint Venture Guarantor that is required under the Patriot Act and similar “know your customer” requirements, and (ii) such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor or a Joint Venture Guarantor from the applicable Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise (or simultaneously upon its release as a Guarantor will not be) required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (cb); , (iiiii) no Default or Event of Default shall then exists be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iviii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and NAI-5000431466v13 warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted not prohibited under the Loan Documents; , and (viv) the Administrative Agent shall have received such written request at least ten five (105) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the provisions of this Section 6.10(c) shall not apply to the REIT. (d) Notwithstanding the terms of Section 6.10(a) and Section 6.10(c), from and after any date that Agent receives written notice from the Borrower that the Borrower has obtained an Investment Grade Rating, then (i) subject to the terms of this Section 6.10(d), Material Subsidiaries pursuant to clauses (a) and (c) Notwithstanding anything of the definition thereof shall no longer be required to be Guarantors under this Agreement, and (ii) Agent shall promptly release such Material Subsidiaries from the contrary contained Guaranty; provided, however, that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in this Section 8.14 abovethe event that a Default or Event of Default shall have occurred and be continuing, if ▇▇▇▇▇▇ REIT and (B) no Material Subsidiary within the meaning of clause (b) of the definition thereof shall be released. If, at any time after the Borrower obtains an Investment Grade Rating Rating, the Borrower no longer has and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) the Borrower shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of after such failure. In occurrence cause all Material Subsidiaries to once again become Guarantors by (x) executing a joinder to the event Subsidiary Guaranty (or, if a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that Guaranty is not then in effect at such time, by executing and delivering a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Subsidiary Guaranty), then and (y) further causing to be satisfied within such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days day period all of executing the provisions of Section 6.10(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this Section 6.10(d) entitle the REIT or any Joint Venture Guarantor to be released from the Guaranty. For the avoidance of doubt, if at any time during which the Borrower has an Investment Grade Rating, the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such third party GuarantySubsidiary to become a Guarantor in accordance with the provisions of Section 6.10(a) regardless of the Borrower having obtained such Investment Grade Rating.

Guarantors. The Borrower will (a) Subject cause each Material Domestic Subsidiary to Section 8.14(c), within one hundred twenty execute this Agreement as a Guarantor (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) and from and after the Effective Date or in connection with the addition of a Property cause each Material Domestic Subsidiary to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall execute and deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii)as promptly as possible, and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and but in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days after becoming a Material Domestic Subsidiary of the Borrower (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such failureSubsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower’s written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re-execute the Guarantor Supplement and re-deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the event Subsidiaries that are required to become Guarantors pursuant to the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary to become a Material Subsidiary Guarantor (an “Elective Guarantor”) by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Subsidiary that directly or indirectly owns any Equity Interest in such owner, becomes aElective Guarantor pursuant to the preceding sentence that is has not then since become a Material Domestic Subsidiary to cease being a Guarantor that is party at any time by notice to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent. In connection with the Seventh Amendment, for Lon Inc. and Lon Operations LLC have been added as Elective Guarantors. Such entities shall not be subject to the benefit release provision in the final sentence of the Guarantied Parties prior paragraph, but shall be subject to the release/reinstatement provisions applicable to Material Domestic Subsidiaries set forth above and the release provisions in Section 9.1(d) (to the extent not inconsistent with this sentence). The Borrower agrees that, if the LoyaltyOne Divestiture is no longer contemplated or anticipated to occur (as defined determined by the Borrower in good faith), the Borrower will cause Spinco to become an Elective Guarantor within 30 days of such determination. If Spinco becomes a Guarantor, Spinco shall not be subject to the release provision in the Guarantyfinal sentence of the prior paragraph, but shall be subject to the release/reinstatement provisions applicable to Material Domestic Subsidiaries set forth above and the release provisions in Section 9.1(d) (to the extent not inconsistent with this sentence), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. The Borrower shall cause each of its Restricted Subsidiaries (aother than Immaterial Subsidiaries) Subject to Section 8.14(c)guarantee pursuant to the Guaranty Agreement or supplement thereto (or, within one hundred twenty in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Administrative Agent) the Secured Obligations. In furtherance of the above, after the formation (120i) days, unless extended by provide written notice to the Administrative Agent in its sole discretion, of and the Lenders upon any Person becoming a Material Subsidiary Restricted Subsidiary, setting forth information in reasonable detail describing all of the assets of such Person, (ii) cause such Person (other than an Excluded any Immaterial Subsidiary) after to execute a supplement to the Effective Date Guaranty Agreement and such other Collateral Documents as are necessary for the Borrower and its Subsidiaries to comply with Section 5.11, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent (together with undated stock powers signed in blank, if applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative Agent and (iv) deliver such other documentation as the Administrative Agent may reasonably request in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such releaseforegoing, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations certified resolutions and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date authority documents of such release with the same force and effect as if made on and as of such date except Person and, to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) requested by the Administrative Agent Agent, favorable opinions of counsel to such Person (which shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any or such request shall constitute other guaranty agreement if such execution and delivery would cause 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 Deemed Dividend Problem or a Financial Assistance Problem with respect to such request. (c) Notwithstanding anything to Foreign Subsidiary and, in lieu thereof, the contrary contained in Borrower and the relevant Restricted Subsidiaries shall provide the pledge agreements required under this Section 8.14 above5.10 or Section 5.11. Notwithstanding the foregoing, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall the Borrower will be required to become a Guarantor and comply with this Section with respect to any Material Immaterial Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible if it ceases to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) an Immaterial Subsidiary under the terms of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guarantydefinition thereof.

Guarantors. (a) Subject The Borrower shall use commercially reasonable efforts to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date cause all Existing Revolver Guarantors that are not already Loan Guarantors to become additional Loan Guarantors on or in connection with the addition of a Property prior to the Unencumbered Pool that is owned Closing Date, by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver executing and delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the BorrowerJoinder Agreement. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least Within ten (10) Business Days following the Closing Date (or subject to such shorter period extensions as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery agreed by the Borrower to the Administrative Agent of any such request shall constitute a representation by (acting reasonably) in its sole discretion), the Borrower shall cause all Existing Revolver Guarantors that are not already Loan Guarantors to become additional Loan Guarantors by executing and delivering to 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 requestAgent a Joinder Agreement. (c) Notwithstanding anything to Following the contrary contained in this Section 8.14 aboveClosing Date, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Ratingif, no Material Subsidiary at any time, the aggregate revenue or owner of any Unencumbered Pool Property assets (or any other Subsidiary) shall be required to become on a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (vnon-consolidated basis) of the preceding subsection (b) may be released from Borrower and those Subsidiaries that are then Loan Guarantors are less than the Guaranty (whichAggregate Revenue Threshold, for avoidance of doubtand at any time as so elected by the Borrower in its sole discretion, the Borrower shall cause one or more other Domestic Subsidiaries to become additional Loan Guarantors in no event include ▇▇▇▇▇▇ REIT)accordance with this Section 6.20, unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of (which date may be extended by the Agent in its reasonable discretion) after such failure. In revenues or assets become less than the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner Aggregate Revenue Threshold so that after including the revenue and assets of any Unencumbered Pool Property such additional Loan Guarantors, the aggregate revenue and assets (on a non-consolidated basis) of the Borrower and all such Loan Guarantors would equal or exceed the Aggregate Revenue Threshold (or, if at the election of the Borrower, within any timeframe selected by the Borrower). The Borrower shall cause each such Domestic Subsidiary that directly or indirectly owns any Equity Interest required to become a Loan Guarantor as provided in such owner, that is not then the immediately preceding sentence to become a Loan Guarantor that is party by executing and delivering to the Guaranty hereunder provides Agent a Guaranty of Indebtedness Joinder Agreement. (d) Notwithstanding anything to a Person other than to Administrative Agentthe contrary, for at any time following the benefit of Closing Date, the Guarantied Parties Borrower shall cause all Loan Guarantors (as defined in the GuarantyExisting A&R Credit Agreement) to become additional Loan Guarantors hereunder (to the extent not already a Guarantor hereunder) by executing and delivering to the Agent a Joinder Agreement within the timescale set out in paragraph (b) above. (e) Prior to or concurrently with the delivery of an executed Joinder Agreement pursuant to clauses (a), then (b), (c) or (d) above, the Agent shall have received organizational documents, good standing certificates, resolutions and favorable opinions of counsel with respect to such Material Subsidiaryadditional Loan Guarantors, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest all in such ownerform, as applicable, shall comply with all content and scope reasonably satisfactory to the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party GuarantyAgent.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended The Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Administrative Agent in its sole discretion, Borrower for purposes of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection determining Borrower’s compliance with the addition of a Property financial covenants contained in this Agreement to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall execute and deliver to the Administrative Agent each a Subsidiary Guaranty. For any Property added to the pool of Unencumbered Properties after the following in form date hereof (unless owned by an Exchange Fee Titleholder), Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and substance satisfactory deliver to the Administrative Agent: (A) , on or prior to the date that such Property is included as an Accession Agreement executed Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder in the Subsidiary Guaranty, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors. If Borrower designates a Property that is owned by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing an Exchange Fee Titleholder to be subject included as an Unencumbered Property, then the Subsidiary of Borrower that is master leasing such Property shall execute a joinder to the restriction which prevented it from becoming Subsidiary Guaranty and shall be a Subsidiary Guarantor on during the Effective Date period of time that the exchange is pending. Upon completion or delivering termination of the reverse exchange, if Borrower desires the applicable Property to remain an Accession Agreement pursuant to this SectionUnencumbered Property, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which or a Subsidiary of Borrower shall acquire all of the owner ownership interests of any Unencumbered Pool Property is not required the Exchange Fee Titleholder or title to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by and at such time the entity that was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower Borrower, or if fee title is acquired, the BorrowerSubsidiary acquiring fee title will execute a joinder to the Subsidiary Guaranty and become a Subsidiary Guarantor, and the entity that had previously been master leasing such Property shall be automatically released from the Subsidiary Guaranty. (b) The Subsidiary Guarantors may be released at the request of the Borrower may request in writing once the Borrower or the Trust receives investment grade ratings from two of S&P, M▇▇▇▇’▇ or Fitch, provided that the Administrative Agent such Subsidiary Guarantors are also released from any other unsecured debt or guaranties of Indebtedness. Following such release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that (x) owns any property that is an Unencumbered Pool Property; Property and (iiy) such Guarantor is not otherwise has any outstanding recourse Indebtedness shall be required to be a party Subsidiary Guarantor in order for such property to be treated as an Unencumbered Property. In addition, once the Guaranty under the immediately preceding subsection (a) Borrower or the last Trust receives investment-grade ratings from two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such releaseS & P, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if M▇▇▇▇▇’▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Ratingor Fitch, no Material the Subsidiary or owner of master lessee if such property is owned by an Exchange Fee Titleholder owning any Unencumbered Pool Property (or any other Subsidiary) shall no longer be required to become be a Subsidiary Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guarantyentity has outstanding recourse indebtedness.

Guarantors. If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) Subject to Section 8.14(c), within one hundred twenty execute (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material or cause the Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each holder of the following equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance satisfactory to the Administrative Agent: , together with such supporting documentation (Aincluding authorizing resolutions and opinions of counsel) an Accession Agreement executed by as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii)allowed without causing a Deemed Dividend Problem, and (xivb) through (xvi)to the extent deemed necessary by the Required Lenders, of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date; provided, however, promptly (any Guarantor that does not pass the Material Subsidiary Test and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), an obligor in which case such Unencumbered Pool Property need only be owned by a Subsidiary respect of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) Senior Notes may be released from the Guaranty by the Borrower providing thirty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness 30) days’ written notice to a Person other than to the Administrative Agent, for which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the benefit Material Subsidiary Test and is not an obligor in respect of the Guarantied Parties (as defined Senior Notes and include calculations and other supporting information sufficient, in the Guaranty). In Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) Test and each owner of any Unencumbered Pool Property that is not then a an obligor in respect of the Senior Notes. The Guarantor that is a party to subject of such notice shall automatically be deemed removed from the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days after the Administrative Agent’s receipt of such failurewritten notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. In Similarly, in the event that any Foreign Subsidiary, the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that Test and is not then a Guarantor that is party an obligor in respect of the Senior Notes, such Foreign Subsidiary may be released from the applicable pledge agreement by the Borrower providing thirty (30) days’ written notice to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for which written notice shall request such Foreign Subsidiary’s release, certify that such Foreign Subsidiary does not pass the benefit Material Subsidiary Test and is not an obligor in respect of the Guarantied Parties (as defined Senior Notes and include calculations and other supporting information sufficient, in the Guaranty)Administrative Agent’s reasonable determination, then to establish that such Foreign Subsidiary does not pass the Material Subsidiary, owner Subsidiary Test and is not an obligor in respect of any Unencumbered Pool Property and/or the Senior Notes. The Foreign Subsidiary subject of such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, notice shall comply with all automatically be deemed released from the terms and conditions of Section 8.14(a) above within pledge agreement thirty (30) days after the Administrative Agent’s receipt of executing such third party Guarantywritten notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Upon any release of a Foreign Subsidiary from a pledge agreement, the Administrative Agent shall return any pledged equity interests to the Borrower (or the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary) to the extent such equity interests were held by the Administrative Agent and also release any liens filed against such equity interests.

Guarantors. (a) Subject The Company will cause each Subsidiary that is or becomes a borrower or guarantor under or in respect of any Principal Credit Facility to Section 8.14(cbecome a Guarantor, prior to or concurrently with so becoming a borrower or a guarantor as aforesaid, by causing such Person (a “Guarantor”), within one hundred twenty (120) daysat the Company’s expense, unless extended by Administrative Agent in its sole discretionto execute and/or deliver to each holder of Notes, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned extent not prohibited by applicable law: (i) (A) a Subsidiary not already a Guarantor Guaranty Agreement in substantially the form of Exhibit 9.7 hereto (or Borrower)a Joinder Agreement to such Guaranty Agreement in substantially the form of Exhibit A thereto) pursuant to which such Subsidiary shall agree, inter alia, to guarantee the Borrower shall deliver to the Administrative Agent each of the following Obligations, or (B) a guarantee agreement otherwise in form and substance reasonably satisfactory to the Administrative AgentRequired Holders; (ii) copies of the Organizational Documents of such Guarantor, resolutions of the board of directors (or other similar governing body) of such Guarantor authorizing its execution and delivery of the Subsidiary Guaranty by such Guarantor and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); and (iii) an opinion of counsel to such Guarantor with respect to the Subsidiary Guaranty executed by such Guarantor, which opinion may be subject to customary qualifications and limitations, to the effect that: (A) an Accession Agreement the applicable Subsidiary Guaranty has been duly executed by such Subsidiary and authorized, (B) such Subsidiary Guaranty constitutes a valid, binding and enforceable obligation of such Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity and (C) except as could not reasonably be expected to result in a Material Adverse Effect, the items that would have been delivered execution, delivery and performance by the Guarantor of the Subsidiary Guaranty will not (1) contravene, result in any breach of, or constitute a default under subsections (iv)(A)any corporate charter or by-laws or similar organizational documents of such Guarantor, (v2) through conflict with or result in a breach of the express terms or conditions of material Indebtedness of the Company or such Guarantor, or (viii), and 3) violate any provision of any Federal or state (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to which may be subject limited to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period state(s) in which the owner of any Unencumbered Pool Property such counsel is not required admitted to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower practice) statute or the Borrowerother rule or regulation. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: Upon (i) delivery to the Company of a consent executed by the Required Holders with respect to a Guarantor (but subject to the provisions of Section 8.14(c17.2(c) hereof), (ii) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guarantor, after which such Guarantor is no longer a Subsidiary or a Permitted Joint Venture, or (iii) the sale or disposition of all the assets of such Guarantor, which sale, exchange, transfer or disposition is made in compliance with the applicable provisions of Section 10.2 (but only if such Guarantor will not be a borrower or guarantor of obligations outstanding under the Credit Agreement after giving effect to such transaction), such Person shall automatically be released as a Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any under the Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor Guaranty to which it is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting with effect from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date event under clause (in which case such representations and warranties shall have been true and correct on and as of such earlier datei), (ii) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.”

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty Within fifteen (12015) days, unless extended by Administrative Agent in its sole discretion, Business Days after the date of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory form (i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Administrative Agent: Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (Aii) with respect to any such Subsidiary an Accession Agreement executed by such Subsidiary Required Guarantor and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xivxi) through (xvi), of Section 6.1(a6.1.(a) and under Section 6.1.(e) if such Subsidiary Person had been a Material Subsidiary Required Guarantor on the Effective Agreement Date; provided, however, promptly (and in any event within one hundred twenty fifteen (12015) days, unless extended by Administrative Agent in its sole discretionBusiness Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaserelease any Guarantor that is no longer a Required Guarantor, a Guarantor from the Guaranty so long as: as (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest the Borrower shall certify in any Subsidiary writing that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default shall then exists be in existence or would occur as a result of such release, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; . (iv) the representations and warranties made or deemed made as evidenced by the Borrower and each other Loan Party a Compliance Certificate showing calculation in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date reasonable detail of such release with the same force and covenants on a pro forma basis after giving effect as if made on and as of to such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documentsrelease); and (vii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty The Borrower shall cause (120i) days, unless extended by Administrative Agent in each of its sole discretion, of any Person becoming a Material Subsidiary Subsidiaries (other than an Excluded Subsidiary) after that incurs or assumes any Indebtedness for borrowed money in the Effective Date or in connection with the addition form of a Property debt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to the Unencumbered Pool as “Threshold Indebtedness”), that is owned Guaranteed by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A)and, (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences each of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of the Borrower and (iii) on and after the J▇▇▇▇▇ Guarantee Date, J▇▇▇▇▇, in each owner of any Unencumbered Pool Property that is not then a Guarantor that is case, to become a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above as a Guarantor within thirty (30) 30 days of the date such failureSubsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by the Borrower or Guarantees Threshold Indebtedness of theor Applicable Pari Indebtedness, as applicable, of the Borrower (or such longer period of time as is acceptable to the Administrative Agent). In the event a Material Subsidiary (other than an Excluded Subsidiary) that is a Guarantor ceases to Guarantee or an owner ceases to be the borrower of any Unencumbered Pool Property such Threshold Indebtedness or any Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the Borrower may provide written notice certifying to the occurrence of such event (which notice and certification may be provided in advance of the occurrence of such event) to the Administrative Agent, whereupon such Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then shall automatically be released from the Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this Section 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that is such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) Notwithstanding anything to the contrary herein, J▇▇▇▇▇ will not be required to become a party to the Guaranty hereunder provides pursuant to this Section 5.08 or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). J▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in any event prior to the occurrence of the J▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall mean receipt by J▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of J▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been fulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a Person other than confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (ii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to J▇▇▇▇▇ or the Administrative Agent, for the benefit Borrower and the Administrative Agent will discuss in good faith with J▇▇▇▇▇ whether and to what extent the terms of the Guarantied Parties Intended Decision can be altered to accommodate the Relevant Works Council's advice or concerns, without any binding obligation to agree on any commitments. (as defined iii) Once the Consultation Condition has been satisfied in accordance with the Guaranty)above, then such Material Subsidiarythe Borrower will, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such ownerupon becoming aware thereof, as applicable, shall comply promptly provide the Administrative Agent with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guarantywritten confirmation thereof.

Guarantors. The Borrower will (a) Subject cause each Material Domestic Subsidiary to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already execute this Agreement as a Guarantor (or Borrower), and from and after the Borrower shall Closing Date cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent each Agent, as promptly as possible, but in any event within forty-five (45) days after becoming a Material Domestic Subsidiary of the following Borrower (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower) (or, in either case, such longer period as the Administrative Agent may agree in its reasonable discretion), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (that upon the Borrower’s written request of and in any event within one hundred twenty (120) days, unless extended by certification to the Administrative Agent in that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the Subsidiaries that are required to become Guarantors pursuant to the foregoing, the Borrower may, at its sole discretionelection at any time and from time to time, cause any other Subsidiary to become a Guarantor (an “Elective Guarantor”) upon by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Excluded Elective Guarantor that has not since become a Material Domestic Subsidiary ceasing to cease being a Guarantor at any time by notice to the Administrative Agent. As of the Closing Date, Lon Inc. and Lon Operations LLC have been added as Elective Guarantors. Such entities shall not be subject to the restriction which prevented it from becoming a Guarantor on release provision in the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary final sentence of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent releaseprior paragraph, and upon receipt of such request the Administrative Agent but shall release, a Guarantor from the Guaranty so long as: (i) be subject to Section 8.14(c), such Guarantor does not own (or will not own as of such the release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required /reinstatement provisions applicable to be a party to Material Domestic Subsidiaries set forth above and the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained release provisions in Section 10.1; 9.1(d) (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct not inconsistent with respect to such requestthis sentence). (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) Any time after the Effective Date or in connection with Date, Borrower may cause any of its Subsidiaries to guarantee the addition Obligations of a Property Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Guarantee Agreement, the Borrower shall deliver in form set forth on Annex 1 to the Administrative Agent each of the following in form Guarantee Agreement and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A)proposed Guarantor. If, (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on at any time following the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required ceases to be a party to the Guaranty under the immediately preceding subsection Restricted Subsidiary (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur including as a result of a redesignation of such releaseRestricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, includingin each case as a result of a transaction not otherwise prohibited hereunder, without limitation, a Default or Event of Default resulting from a violation of any then such Guarantor’s guarantee of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, Obligations shall be true automatically released and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Guarantor shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted be automatically released from its obligations under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaseGuarantee Agreement. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 aboveIn addition, if ▇▇▇▇▇▇▇▇ REIT obtains elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guaranty Obligation thereunder, including as a result of being designated as an Investment Grade Rating and for so long Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness shall reasonably request to a Person other than to Administrative Agent, for evidence the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of release contemplated by this Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty6.10.

Guarantors. If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor (other than the Excluded Subsidiaries for the thirty (30) day period after the Effective Date) becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) Subject to Section 8.14(c), within one hundred twenty execute (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material or cause the Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each holder of the following equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance satisfactory to the Administrative Agent: , together with such supporting documentation (Aincluding authorizing resolutions and opinions of counsel) an Accession Agreement executed by as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii)allowed without causing a Deemed Dividend Problem, and (xivb) through (xvi)to the extent deemed necessary by the Required Lenders, of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date; provided, however, promptly (any Guarantor that does not pass the Material Subsidiary Test and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), an obligor in which case such Unencumbered Pool Property need only be owned by a Subsidiary respect of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) Senior Notes may be released from the Guaranty by the Borrower providing thirty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness 30) days’ written notice to a Person other than to the Administrative Agent, for which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the benefit Material Subsidiary Test and is not an obligor in respect of the Guarantied Parties (as defined Senior Notes and include calculations and other supporting information sufficient, in the Guaranty). In Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) Test and each owner of any Unencumbered Pool Property that is not then a an obligor in respect of the Senior Notes. The Guarantor that is a party to subject of such notice shall automatically be deemed removed from the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days after the Administrative Agent’s receipt of such failurewritten notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. In Similarly, in the event that any Foreign Subsidiary, the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that Test and is not then a Guarantor that is party an obligor in respect of the Senior Notes, such Foreign Subsidiary may be released from the applicable pledge agreement by the Borrower providing thirty (30) days’ written notice to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for which written notice shall request such Foreign Subsidiary’s release, certify that such Foreign Subsidiary does not pass the benefit Material Subsidiary Test and is not an obligor in respect of the Guarantied Parties (as defined Senior Notes and include calculations and other supporting information sufficient, in the Guaranty)Administrative Agent’s reasonable determination, then to establish that such Foreign Subsidiary does not pass the Material Subsidiary, owner Subsidiary Test and is not an obligor in respect of any Unencumbered Pool Property and/or the Senior Notes. The Foreign Subsidiary subject of such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, notice shall comply with all automatically be deemed released from the terms and conditions of Section 8.14(a) above within pledge agreement thirty (30) days after the Administrative Agent’s receipt of executing such third party Guarantywritten notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Upon any release of a Foreign Subsidiary from a pledge agreement, the Administrative Agent shall return any pledged equity interests to the Borrower (or the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary) to the extent such equity interests were held by the Administrative Agent and also release any liens filed against such equity interests.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) Any time after the Effective Date or in connection with Date, Borrower may cause any of its Subsidiaries to guarantee the addition Obligations of a Property Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Guarantee Agreement, the Borrower shall deliver in form set forth on Annex 1 to the Administrative Agent each of the following in form Guarantee Agreement and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A)proposed Guarantor. If, (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on at any time following the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required ceases to be a party to the Guaranty under the immediately preceding subsection Restricted Subsidiary (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur including as a result of a redesignation of such releaseRestricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, includingin each case as a result of a transaction not otherwise prohibited hereunder, without limitation, a Default or Event of Default resulting from a violation of any then such Guarantor’s guarantee of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, Obligations shall be true automatically released and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Guarantor shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted be automatically released from its obligations under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaseGuarantee Agreement. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 aboveIn addition, if ▇▇▇▇▇▇▇▇ REIT obtains elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Investment Grade Rating and for so long Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness shall reasonably request to a Person other than to Administrative Agent, for evidence the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of release contemplated by this Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty6.10.

Guarantors. (a) Subject Each Obligor will, and will cause each of its Subsidiaries to, take such action from time to Section 8.14(c)time as shall be necessary to ensure that all United States domestic Subsidiaries of such Obligor are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that an Obligor or any of its Subsidiaries shall form or acquire any new United States domestic Subsidiary that shall constitute a Subsidiary hereunder, such Obligor will cause such new domestic Subsidiary to, within one hundred twenty 30 days (120) daysor such longer period as the Administrative Agent, unless extended by Administrative Agent in its sole discretion, may designate) after such formation or acquisition: (i) become a “Guarantor” hereunder pursuant to a Guarantee Assumption Agreement, and execute joinders to the Security Agreement and other Security Documents thereby granting the Administrative Agent a first priority lien on all of any Person becoming a Material Subsidiary such Guarantor’s assets (other than an Excluded SubsidiaryEquity Interests in any foreign Subsidiary of such Guarantor, which shall be governed by Section 7.10(b)) after as collateral security for the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower)Guaranteed Obligations, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: ; (ii) cause such new United States domestic Subsidiary to take such action (including delivering such certificates evidencing such Equity Interests, executing and delivering such UCC financing statements and, if the fair market value of such real property is equal to or greater than $1,000,000, subject to the following proviso, executing and delivering mortgages or deeds of trust covering the real property and fixtures owned or leased by such Subsidiary) as shall be necessary to create and perfect valid and enforceable first-priority Liens on substantially all of the property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Financing Documents; provided, that this clause (ii) shall not apply to real property of such new Subsidiary acquired pursuant to an Acquisition permitted under Section 8.08(b) if (A) such real property is encumbered by an Accession Agreement executed existing mortgage that is not refinanced by such Subsidiary and Middlesex, (B) such existing mortgage lender’s security interest is restricted to only the items that would have been delivered real property of such new Subsidiary and does not, in the Majority Lenders’ judgment, conflict with the Administrative Agent’s Liens granted under subsections (iv)(A), (v) through (viii), the Financing Documents and (xivC) through (xvi), of Section 6.1(a) if the Borrower delivers such Subsidiary had been a Material Subsidiary on Collateral Access Agreements and other Security Documents as the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Majority Lenders or Administrative Agent in its sole discretionmay reasonably request; and (iii) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Sectiondeliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as the case may be, such Subsidiary shall comply is consistent with the provisions of this Section. For the purpose of clarity, those delivered by each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty Obligor pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of 5.01 on the Borrower Closing Date or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable reasonably requested, all in form and substance reasonably satisfactory to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty The BorrowerParent shall cause (120i) days, unless extended by Administrative Agent in each of its sole discretion, of any Person becoming a Material Subsidiary Subsidiaries (other than an Excluded Subsidiary) after that incurs or assumes any Indebtedness for borrowed money in the Effective Date or in connection with the addition form of a Property debt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to the Unencumbered Pool as “Threshold Indebtedness”), that is owned Guaranteed by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the theany Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences each of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of theany Borrower and (iii) on and after the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date, ▇▇▇▇▇▇, in each owner of any Unencumbered Pool Property that is not then a Guarantor that is case, to become a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above as a Guarantor within thirty (30) 30 days of the date such failureSubsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by theany Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, of theany Borrower (or such longer period of time as is acceptable to the Administrative Agent). In the event a Material Subsidiary (other than an Excluded Subsidiary) that is a Guarantor ceases to Guarantee or an owner ceases to be the borrower of any Unencumbered Pool Property such Threshold Indebtedness or any Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the BorrowerParent may provide written notice certifying to the occurrence of such event (which notice and certification may be provided in advance of the occurrence of such event) to the Administrative Agent, whereupon such Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then shall automatically be released from the Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this Section 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that is such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ will not be required to become a party to the Guaranty hereunder provides pursuant to this Section 5.08 or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). ▇▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in any event prior to the occurrence of the ▇▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall: mean receipt by ▇▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of ▇▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been fulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a Person other than confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (ii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to ▇▇▇▇▇▇ or the Administrative Agent, for the benefit BorrowerParent and the Administrative Agent will discuss in good faith with ▇▇▇▇▇▇ whether and to what extent the terms of the Guarantied Parties Intended Decision can be altered to accommodate the Relevant Works Council’s advice or concerns, without any binding obligation to agree on any commitments. (as defined iii) Once the Consultation Condition has been satisfied in accordance with the Guaranty)above, then such Material Subsidiarythe BorrowerParent will, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such ownerupon becoming aware thereof, as applicable, shall comply promptly provide the Administrative Agent with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guarantywritten confirmation thereof.

Guarantors. (a) Subject The Company will cause any Subsidiary which becomes obligated for, or otherwise guarantees, Indebtedness in respect of the Credit Agreement, to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the holders of the Notes (concurrently with the incurrence of any such obligation) the following items: (i) a duly executed ▇▇▇▇▇▇▇ to the Subsidiary Guaranty in the form attached as Exhibit 9.9; (ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and substance warranties to the effect of those contained in Section 5 which the Guarantors provided at Closing with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Administrative Agent: (A) an Accession Agreement executed Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), binding contract and (xiv) through (xvi), agreement of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and Person enforceable in any event within one hundred twenty (120) days, unless extended by Administrative Agent in accordance with its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrowerterms, except during any period in which as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the owner enforcement of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned creditors’ rights generally and by a Subsidiary of the Borrower or the Borrowergeneral equitable principles. (b) The Borrower may request in writing that holders of the Administrative Agent release, Notes agree to discharge and upon receipt of such request the Administrative Agent shall release, a release any Guarantor from the Subsidiary Guaranty so long as: upon the written request of the Company, provided that (i) subject to Section 8.14(c), such Guarantor does not own has been released and discharged (or will not own as be released and discharged concurrently with the release of such releaseGuarantor under the Subsidiary Guaranty) any Unencumbered Pool Propertyas an obligor and guarantor under and in respect of the Credit Agreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) at the time of such Guarantor is not otherwise required to be release and discharge, the Company shall deliver a party certificate of a Responsible Officer to the Guaranty under the immediately preceding subsection (a) or the last two sentences holders of the following subsection (c); (iii) Notes stating that no Default or Event of Default then exists exists, and (iii) if any fee or would occur as other form of consideration (including but not limited to the granting of a result security interest in collateral) is given to any holder of Indebtedness of the Company for the purpose of such release, including, without limitation, a Default or Event of Default resulting from a violation of any holders of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, Notes shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestreceive equivalent consideration. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject Prior to Section 8.14(cthe Investment Grade Rating Date (or during any period following the Investment Grade Rating Date that the Borrower ceases to have an Investment Grade Rating), within one hundred twenty (120) daysif, unless extended by Administrative Agent in its sole discretionduring any fiscal quarter, of any Person becoming is or becomes a Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing or Immaterial Subsidiary ceases to be subject to the restriction which prevented it from becoming a Guarantor as otherwise required under this Agreement (in the case of an Excluded Subsidiary) or ceases to be an Immaterial Subsidiary (in the case of an Immaterial Subsidiary), then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.1(c) with respect to such fiscal quarter or, if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the Effective last day of such fiscal quarter, or such longer period as the Administrative Agent may agree in its sole discretion, the Borrower shall (i) cause such Subsidiary to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. (b) On and at all times after the Investment Grade Rating Date that the Borrower maintains an Investment Grade Rating from either Rating Agency, no Subsidiary of the Borrower shall be required to become a Guarantor (and the Administrative Agent shall promptly release any Subsidiary of the Borrower from its obligations as a Guarantor hereunder and under the other Loan Documents in accordance with Section 5.11(e) below) unless any of the following conditions applies to such Subsidiary: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower; or (ii) (A) such Subsidiary owns an Eligible Property the value of which is included in the determination of Unencumbered Pool Value or the calculation of the financial covenant in Section 6.8 hereof and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness other than Nonrecourse Indebtedness. The Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the foregoing conditions applies to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. Delivery of the foregoing items shall be made by the Borrower within 10 days of the applicable Subsidiary becoming subject to the condition requiring it to provide a Joinder Agreement (or Guaranty, as applicable) under this subsection (b). (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing and delivering an Accession to the Administrative Agent a Joinder Agreement pursuant and the other items required to this Sectionbe delivered under the immediately preceding clauses (a) and (b), as applicable. (d) Notwithstanding anything to the contrary contained herein, if the Administrative Agent notifies the Borrower (or any Lender notifies the Administrative Agent) that a Person to be made a Guarantor does not satisfy the “know your customer” or other similar requirements of the Administrative Agent or such Lender, as the case may be, then such Subsidiary Person shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by not become a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the BorrowerGuarantor. (be) The Borrower may at any time request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall (without the consent of any other Lenders) release, a Guarantor from the Guaranty Agreement so long as: as (i) subject prior to Section 8.14(c)the Investment Grade Rating Date, such Guarantor does is not own (or will not own as of such release) any Unencumbered Pool Propertythe OP Guarantor, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty Agreement under either of the immediately preceding subsection subsections (a) or the last two sentences (b), in each case, because of events or transactions not otherwise prohibited under any of the following subsection (c); Loan Documents, (iii) no Default or Event of Default shall then exists be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; Article VI, (ivvi) the all representations and warranties made or deemed made by the Borrower and of each other Loan Party set forth in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such release and with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate solely to were made as of an earlier date (date, in which case such representations and warranties they shall have been true and correct on and in all material respects as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; ), and (v) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything . The Administrative Agent agrees to furnish to the contrary contained in this Section 8.14 aboveBorrower, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating upon Borrower’s written request and for so long at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from reasonably requested by the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party GuarantyBorrower.

Guarantors. Unrestricted Subsidiaries Section 6.01 Existing Debt Section 6.02 Existing Liens Section 6.06 Restrictive Agreements Exhibit A Form of Assignment and Assumption Exhibit B Form of Administrative Questionnaire Exhibit C Form of Interest Election Request Exhibit D Form of Note Exhibit E Form of Solvency Certificate Exhibit F Form of Compliance Certificate Exhibit G Form of Funding Notice Exhibit H Form of Issuance Notice Exhibit I Form of Intercompany Note Exhibit J Form of Joinder Agreement Exhibit K Form of Security Agreement Exhibit L Form of Tax Forms This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of May [30], 2019, among SLACK TECHNOLOGIES, INC., a Delaware corporation, as the borrower (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or “Borrower”), the Borrower shall deliver GUARANTORS from time to time party hereto, the Administrative Agent each of LENDERS and the following in form ISSUING BANKS from time to time party hereto and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇▇ REIT maintains an Investment Grade RatingSENIOR FUNDING, no Material Subsidiary or owner INC., as administrative agent (in such capacity, together with any permitted successor agent, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). The Borrower has requested the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article 1), to make Loans to the Borrower on a revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date. The proceeds of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible borrowings hereunder are to be released from such Guaranty pursuant used for the purposes described in Section 5.09. The Lenders are willing to clauses (iii), (iv) and (v) of establish the credit facility referred to in the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all paragraph upon the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party subject to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agentconditions set forth herein. Accordingly, for the benefit of the Guarantied Parties (parties hereto agree as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.follows:

Guarantors. (a) Subject The Company shall not cause or permit any Subsidiary to become obligated as a guarantor under, or deliver any guaranty of, the Credit Agreement Obligations, unless such guaranty is also granted to guarantee the Obligations by execution and delivery of a Guarantor Joinder Agreement and by delivery of such other documentation as the Required Holders may reasonably request in connection therewith, including, without limitation, certified resolutions of such Subsidiary, certified organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the type required to be delivered pursuant to Section 8.14(c)4.3, within one hundred twenty (120) daysall in form, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form content and substance scope reasonably satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the BorrowerRequired Holders. (b) The Borrower may request in writing that Company will designate any Subsidiary which is a Guarantor hereunder a Restricted Subsidiary for all purposes of this Agreement for so long as such Subsidiary is a Guarantor hereunder. (c) At all times during which any Credit Agreement Obligations are outstanding, upon notice by the Administrative Agent release, and upon receipt Company to each holder of such request a Note (which notice shall contain a certification by a Responsible Officer as to the Administrative Agent shall releaseapplicable matters specified below), a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required shall automatically cease to be a party to the Guaranty under the immediately preceding subsection (a) Guarantor hereunder if such Subsidiary has been released as a borrower, guarantor or the last two sentences other obligor of the following subsection Credit Agreement Obligations, provided that, both immediately before and after giving effect to any such release (c); (iiix) no Default or Event of Default then exists shall have occurred and be continuing and (y) if any fee or would occur as a result other form of consideration (including, but not limited to, any payment or any increase in pricing or any additional guaranty) is given to any agent or lender under the Credit Agreement, directly or indirectly, for the purpose of such release, including, without limitation, a Default or Event of Default resulting from a violation of any the holders of the covenants contained in Section 10.1; Notes shall receive equivalent consideration (iv) taking into account the representations relative principal amounts, maturity and warranties made or deemed made by interest rate on the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestobligations). (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. The Borrower will (a) Subject cause each Material Domestic Subsidiary to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already execute this Agreement as a Guarantor (or Borrower), and from and after the Borrower shall Closing Date cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent each Agent, as promptly as possible, but in any event within forty-five (45) days after becoming a Material Domestic Subsidiary of the following Borrower (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower) (or, in either case, such longer period as the Administrative Agent may agree in its reasonable discretion), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (that upon the Borrower’s written request of and in any event within one hundred twenty (120) days, unless extended by certification to the Administrative Agent in that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified SecuritizationFunding Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified SecuritizationFunding Entities. In addition to the Subsidiaries that are required to become Guarantors pursuant to the foregoing, the Borrower may, at its sole discretionelection at any time and from time to time, cause any other Subsidiary to become a Guarantor (an “Elective Guarantor”) upon by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Excluded Elective Guarantor that has not since become a Material Domestic Subsidiary ceasing to cease being a Guarantor at any time by notice to the Administrative Agent. As of the Closing Date, Lon Inc. and Lon Operations LLC have been added as Elective Guarantors. Such entities shall not be subject to the restriction which prevented it from becoming a Guarantor on release provision in the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary final sentence of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent releaseprior paragraph, and upon receipt of such request the Administrative Agent but shall release, a Guarantor from the Guaranty so long as: (i) be subject to Section 8.14(c), such Guarantor does not own (or will not own as of such the release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required /reinstatement provisions applicable to be a party to Material Domestic Subsidiaries set forth above and the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained release provisions in Section 10.1; 9.1(d) (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct not inconsistent with respect to such requestthis sentence). (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty The Borrower shall cause (120i) days, unless extended by Administrative Agent in each of its sole discretion, of any Person becoming a Material Subsidiary Subsidiaries (other than an Excluded Subsidiary) after that incurs or assumes any Indebtedness for borrowed money in the Effective Date or in connection with the addition form of a Property debt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to the Unencumbered Pool as “Threshold Indebtedness”), that is owned Guaranteed by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences each of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of the Borrower and (iii) on and after the J▇▇▇▇▇ Guarantee Date, J▇▇▇▇▇, in each owner of any Unencumbered Pool Property that is not then a Guarantor that is case, to become a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above as a Guarantor within thirty (30) 30 days of the date such failureSubsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by the Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, of the Borrower (or such longer period of time as is acceptable to the Administrative Agent). In the event a Material Subsidiary (other than an Excluded Subsidiary) that is a Guarantor ceases to Guarantee or an owner ceases to be the borrower of any Unencumbered Pool Property such Threshold Indebtedness or any Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the Borrower may provide written notice certifying to the occurrence of such event (which notice and certification may be provided in advance of the occurrence of such event) to the Administrative Agent, whereupon such Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then shall automatically be released from the Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this Section 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that is such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) Notwithstanding anything to the contrary herein, J▇▇▇▇▇ will not be required to become a party to the Guaranty hereunder provides pursuant to this Section 5.08 or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). J▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in any event prior to the occurrence of the J▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall: mean receipt by J▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of J▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been fulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a Person other than confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (ii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to J▇▇▇▇▇ or the Administrative Agent, for the benefit Borrower and the Administrative Agent will discuss in good faith with J▇▇▇▇▇ whether and to what extent the terms of the Guarantied Parties Intended Decision can be altered to accommodate the Relevant Works Council's advice or concerns, without any binding obligation to agree on any commitments. (as defined iii) Once the Consultation Condition has been satisfied in accordance with the Guaranty)above, then such Material Subsidiarythe Borrower will, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such ownerupon becoming aware thereof, as applicable, shall comply promptly provide the Administrative Agent with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guarantywritten confirmation thereof.

Guarantors. a) In the event that (i) Borrower determines that certain Real Estate of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to be included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder. c) Any Subsidiary or Controlled JV Entity subject to clauses (a) Subject or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all applicable representations and warranties in the Loan Documents with respect to Section 8.14(cthe Guarantors, if any, to be true and correct in all material respects with respect to each such Subsidiary, or Controlled JV Entity with the same effect as if made at and as of that time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in . In connection with the addition delivery of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (Guaranty or Borrower)such Joinder Agreement, the Borrower shall deliver to the Administrative Agent each of the following in form such organizational agreements, resolutions, consents, opinions and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary other documents and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, instruments as the case Agent may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrowerreasonably require. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.