Common use of Replacement Guarantor Clause in Contracts

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of Sponsor.

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency incapacity of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this SectionSection 10.5. Borrower shall be permitted to substitute a replacement guarantor (a “Substitution”) and no “Event of Default” Default shall be deemed to have occurred hereunder as a result thereofhereunder, provided, provided that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied satisfied: (ia) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Substitution; (b) within thirty (30) days after the occurrence of such death or incompetencyincapacity, Borrower delivers to Lender written notice of its intent to substitute such Guarantor and, concurrently therewith, gives Lender all such information concerning the guarantorproposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (iic) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below)Guarantor; (iiid) within fifteen (15) days after delivery of the written notice described in the preceding subclause clause (ib), such Satisfactory Replacement Guarantor (i) assumes the obligations of Guarantor hereunder and under the other Loan Documents Guaranty and the Environmental Indemnity for events or conditions occurring prior to, as of and after the Substitution or (ii) executes and delivers to Lender a replacement guaranty and a replacement environmental indemnity in a manner satisfying each case in form and substance the Prudent Lender Standardsame as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, for events or conditions occurring prior to, as of and after the Substitution; (ive) concurrently with such assumption, assumption or execution and delivery (Ai) such Satisfactory Replacement Guarantor delivers to Lender a Spousal Consent (as defined below)spousal consent in form and substance acceptable to Lender, as and to the extent applicable applicable, and (Bii) each of Borrower and Borrower, the remaining Guarantor and/or such Satisfactory Replacement Guarantor Guarantor, as applicable, affirms each of their respective obligations under the Loan Documents Documents; (f) Borrower delivers to Lender a Rating Agency Confirmation with respect to such Substitution; (g) if required by Lender, Borrower delivers to Lender an opinion from counsel, and in form and substance, in each case reasonably acceptable to Lender stating, among other things, (i) that the Guaranty and the Environmental Indemnity (or the replacement guaranty and environmental indemnity, as the case may be) are enforceable against such Satisfactory Replacement Guarantor in accordance with their terms and (ii) that any REMIC Trust formed pursuant to a manner satisfying securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the Prudent Lender Standardmeaning of Section 860D of the Code or be subject to tax as a result of such Substitution; and (vh) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably if required by Lender Lender, an Insolvency Opinion has previously been delivered in connection with the Loan, Borrower delivers to Lender a new Insolvency Opinion. No such assumption and death or replacement of a Guarantor shall hinder, impair, limit, terminate or effectuate a novation of the foregoing in order to satisfy obligations or liabilities of any other Guarantor under any of the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of SponsorLoan Documents.

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency incapacity of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this SectionSection 10.5. Borrower shall be permitted to substitute a replacement guarantor (a “Substitution”) and no “Event of Default” Default shall be deemed to have occurred hereunder as a result thereofhereunder, provided, provided that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied satisfied: (ia) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Substitution; (b) within thirty (30) days after the occurrence of such death or incompetencyincapacity, Borrower delivers to Lender written notice of its intent to substitute such Guarantor and, concurrently therewith, gives Lender all such information concerning the guarantorproposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (iic) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below)Guarantor; (iiid) within fifteen (15) days after delivery of the written notice described in the preceding subclause clause (ib), such Satisfactory Replacement Guarantor (i) assumes the obligations of Guarantor hereunder and under the other Loan Documents Guaranty and the Environmental Indemnity for events or conditions occurring prior to, as of and after the Substitution or (ii) executes and delivers to Lender a replacement guaranty and a replacement environmental indemnity in a manner satisfying each case in form and substance the Prudent Lender Standardsame as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, for events or conditions occurring prior to, as of and after the Substitution; (ive) concurrently with such assumption, assumption or execution and delivery (Ai) such Satisfactory Replacement Guarantor delivers to Lender a Spousal Consent (as defined below)spousal consent in form and substance acceptable to Lender, as and to the extent applicable applicable, and (Bii) each of Borrower and Borrower, the remaining Guarantor and/or such Satisfactory Replacement Guarantor Guarantor, as applicable, affirms each of their respective obligations under the Loan Documents in Documents; (f) Borrower delivers to Lender a manner satisfying the Prudent Lender StandardRating Agency Confirmation with respect to such Substitution; and (vg) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion from counsel, and in connection with such assumption form and the foregoing substance, in order each case reasonably acceptable to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to the Rating AgenciesAgencies in their sole discretion stating, among other things, (3i) satisfies that the Prudent Lender Standard Guaranty and the Environmental Indemnity (or the replacement guaranty and environmental indemnity, as the case may be) are enforceable against such Satisfactory Replacement Guarantor in accordance with their terms and (4ii) is that any REMIC Trust formed pursuant to a securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code or be subject to tax as a result of such Substitution; and (h) if required by Lender or the Rating Agencies and an Affiliate Insolvency Opinion has previously been delivered in connection with the Loan, Borrower delivers to Lender a new Insolvency Opinion. No such death or replacement of Sponsora Guarantor shall hinder, impair, limit, terminate or effectuate a novation of the obligations or liabilities of any other Guarantor under any of the Loan Documents.

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this SectionSection 8.3. Borrower shall be permitted to substitute a replacement guarantor (a “Substitution”) and no “Event of Default” Default shall be deemed to have occurred hereunder as a result thereofhereunder, provided, provided that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied satisfied: (ia) no Default or Event of Default shall have occurred and remain uncured or would occur as a result of such Substitution; (b) within thirty sixty (3060) days after the occurrence of such death or incompetency, Borrower delivers to Lender written notice of its intent to substitute such Guarantor and, concurrently therewith, gives Lender all such information concerning the guarantorproposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (iic) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below)Guarantor; (iiid) within fifteen thirty (1530) days after delivery of the written notice described in the preceding subclause clause (ib), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying Guaranty and the Prudent Lender StandardEnvironmental Indemnity for events or conditions occurring prior to, as of and after the Substitution; (ive) concurrently with such assumption, assumption (Ai) such Satisfactory Replacement Guarantor delivers to Lender a Spousal Consent (as defined below)spousal consent in form and substance acceptable to Lender, as and to the extent applicable applicable, and (Bii) each of Borrower Borrower, the remaining Guarantor and such Satisfactory Replacement Guarantor affirms each of their respective obligations under the Loan Documents Documents; (f) if requested by Lender, such Satisfactory Replacement Guarantor executes a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender; (g) if required by Lender or the Rating Agencies, Borrower delivers to Lender a manner satisfying the Prudent Lender StandardRating Agency Confirmation with respect to such Substitution; and (vh) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in connection with such assumption form and substance and from counsel satisfactory to Lender and the foregoing Rating Agencies in order their sole discretion stating, among other things, (i) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such Satisfactory Replacement Guarantor in accordance with their terms, and (ii) that any REMIC Trust formed pursuant to satisfy a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the Prudent Lender Standard (includingmeaning of Section 860D of the Code as a result of such Substitution. No such death or replacement of a Guarantor shall hinder, without limitationimpair, opinions relating to REMIC)limit, terminate or effectuate a novation of the obligations or liabilities of any other Guarantor under any of the Loan Documents. As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that is acceptable to Lender, which determination shall be based upon, inter alia, (1) satisfies such replacement guarantor having (x) a direct or indirect ownership interest in Borrower, which is reasonably satisfactory to Lender, and (y) the ability to control Borrower, (2) such replacement guarantor having a net worth and liquidity requirements set forth herein, (2) is acceptable reasonably satisfactory to the Rating AgenciesLender, (3) satisfies Lender’s receipt of searches (including credit, negative news, OFAC, litigation, judgment, lien and bankruptcy searches) reasonably required by Lender on such replacement guarantor, the Prudent Lender Standard and results of which must be reasonably acceptable to Lender, (4) is such replacement guarantor otherwise satisfying Lender’s then current applicable underwriting criteria and requirements, and (5) such replacement guarantor being an Affiliate experienced operator and/or owner of Sponsorproperties similar in location, size, class, use, operation and value as the Property, as evidenced by financial statements and other information reasonably requested by Lender or requested by the Rating Agencies. As used in this Section 8.3, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of such Person, whether through ownership of voting securities, by contract or otherwise.

Replacement Guarantor. To Upon the extent that any occurrence of an ARC III Transfer, Borrower (I) may elect to replace Guarantor is or (II) shall replace Guarantor if, as a natural person, the death or incompetency result of such ARC III Transfer, Guarantor does not own any direct or indirect equity interests in Borrower, pursuant to the terms hereof with any Person (“Replacement Guarantor”), provided that Borrower shall only be an permitted to replace such Guarantor if the following conditions are met: (i) such Replacement Guarantor (A) shall have a net worth (as calculated in accordance with GAAP) in excess of $50,000,000, (B) shall have Liquidity of no less than $4,000,000, and (C) shall (x) assume the obligations of Guarantor under the Guaranty and under the Environmental Indemnity and, in connection therewith, shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (y) shall agree in such documents in the foregoing clause (x) to maintain Liquidity in the minimum amount of $2,000,000 throughout the remainder of the term of the Loan; (ii) Lender shall have received a due formation, authorization, execution and enforceability opinion in connection with such documents and agreements executed by such Replacement Guarantor; and (iii) no Event of Default hereunder unless such Guarantor is replaced in accordance with this Sectionshall have occurred and be continuing. Borrower shall be permitted to substitute a replacement guarantor and Notwithstanding the foregoing, no “Event of Default” Person shall be deemed to have occurred hereunder as a result thereofbe an acceptable Replacement Guarantor if such Person (or any other Person owned or Controlled by such Person or Affiliated with such Person) (1) has been, provided, that within the last ten (a10) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuingyears, (by) such substitution is permitted by then applicable REMIC Requirements and (c) each subject to any material, uncured event of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender default in connection with such assumption a loan financing which resulted in litigation or an acceleration of an indebtedness held by Lender or any other secondary market or institutional lender of similar size and with similar operations as Lender or (z) the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, subject of any action or proceeding under applicable Creditors Rights Laws or (2) is acceptable to any of the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate principals or entities which Control such Person or own a material direct or indirect equity interest in such Person have ever been convicted of Sponsora felony.

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency incapacity of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this SectionSection 6.4. Borrower shall be permitted to substitute a replacement guarantor (a “Substitution”) and no “Event of Default” Default shall be deemed to have occurred hereunder as a result thereofhereunder, provided, provided that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied satisfied: (ia) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Substitution; (b) within thirty (30) days after the occurrence of such death or incompetencyincapacity, Borrower delivers to Lender written notice of its intent to substitute such Guarantor and, concurrently therewith, gives Lender all such information concerning the guarantorproposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (iic) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below)Guarantor; (iiid) within fifteen (15) days after delivery of the written notice described in the preceding subclause clause (ib), such Satisfactory Replacement Guarantor (i) assumes the obligations of Guarantor hereunder and under the other Loan Documents Guaranty and the Environmental Indemnity for events or conditions occurring prior to, as of and after the Substitution or (ii) executes and delivers to Lender a replacement guaranty and a replacement environmental indemnity in a manner satisfying each case in form and substance the Prudent Lender Standardsame as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, for events or conditions occurring prior to, as of and after the Substitution; (ive) concurrently with such assumption, assumption or execution and delivery (Ai) such Satisfactory Replacement Guarantor delivers to Lender a Spousal Consent (as defined below)spousal consent in form and substance acceptable to Lender, as and to the extent applicable applicable, and (Bii) each of Borrower and Borrower, each remaining Guarantor and/or such Satisfactory Replacement Guarantor Guarantor, as applicable, affirms each of their respective obligations under the Loan Documents Documents; (f) Borrower delivers to Lender a Rating Agency Confirmation with respect to such Substitution; (g) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion from counsel, and in form and substance, in each case reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion stating, among other things, (i) that the Guaranty and the Environmental Indemnity (or the replacement guaranty and environmental indemnity, as the case may be) are enforceable against such Satisfactory Replacement Guarantor in accordance with their terms and (ii) that any REMIC Trust formed pursuant to a manner satisfying Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the Prudent Lender Standardmeaning of Section 860D of the Code or be subject to tax as a result of such Substitution; and (vh) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably if required by Lender or the Rating Agencies and a Non-Consolidation Opinion has previously been delivered in connection with the Loan, Borrower delivers to Lender a New Non-Consolidation Opinion. No such assumption and death or replacement of a Guarantor shall hinder, impair, limit, terminate or effectuate a novation of the foregoing in order to satisfy obligations or liabilities of any other Guarantor under any of the Prudent Lender Standard (including, without limitation, opinions relating to REMIC)Loan Documents. As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that is acceptable to Lender, which determination shall be based upon, inter alia, (A) such replacement guarantor having (1) satisfies a direct or indirect ownership interest in Borrower, which is reasonably satisfactory to Lender, and (2) the ability to Control Borrower, (B) such replacement guarantor having a net worth and liquidity requirements set forth hereinreasonably satisfactory to Lender, (2C) is Lender’s receipt of searches (including credit, negative news, OFAC, litigation, judgment, lien and bankruptcy searches) reasonably required by Lender on such replacement guarantor, the results of which must be reasonably acceptable to Lender, (D) such replacement guarantor otherwise satisfying Lender’s then current applicable underwriting criteria and requirements, and (E) such replacement guarantor being an experienced operator and/or owner of properties similar in location, size, class, use, operation and value as the Property, as evidenced by financial statements and other information reasonably requested by Lender or requested by the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of Sponsor.

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this SectionSection 8.3. Borrower shall be permitted to substitute a replacement guarantor (a “Substitution”) and no “Event of Default” Default shall be deemed to have occurred hereunder as a result thereofhereunder, provided, provided that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied satisfied: (ia) no Default or Event of Default shall have occurred and remain uncured or would occur as a result of such Substitution; (b) within thirty ninety (3090) days after the occurrence of such death or incompetency, Borrower delivers to Lender written notice of its intent to substitute such Guarantor and, concurrently therewith, if the guarantorreplacement guarantor is not the approved replacement guarantor under the Senior Loan, gives Lender a certification that such replacement guarantor has a net worth in excess of $3,000,000, and if the remaining Guarantor can provide to Lender a certification that he has a net worth in excess of $5,000,000 and a reaffirmation of the Guaranty, then the existing Guarantor shall be deemed approved and no replacement guarantor shall be needed for the other Guarantor who has died or been adjudicated incapacitated; (iic) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below)Guarantor; (iiid) within fifteen thirty (1530) days after delivery of the written notice described in the preceding subclause clause (ib), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying Guaranty for events or conditions occurring prior to, as of and after the Prudent Lender StandardSubstitution; (ive) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) assumption each of Borrower Borrower, the remaining Guarantor and such Satisfactory Replacement Guarantor affirms each of their respective obligations under the Loan Documents Documents; (f) if requested by Lender, such Satisfactory Replacement Guarantor executes a replacement guaranty in form and substance the same as the Guaranty. No such death or replacement of a manner satisfying Guarantor shall hinder, impair, limit, terminate or effectuate a novation of the Prudent Lender Standard; and (v) prior to obligations or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender in connection with such assumption and liabilities of any other Guarantor under any of the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC)Loan Documents. As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies meets the net worth and liquidity requirements set forth hereinin this Section 8.3, (2) provided, however, that if such replacement guarantor is deemed acceptable to the Rating AgenciesSenior Lender, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of Sponsorthen such replacement guarantor shall be deemed acceptable to Lender.

Replacement Guarantor. To 9.1 In this Clause 9, unless the extent that any Guarantor is a natural personcontext otherwise requires, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted following definitions apply:- Application means the written application from the Tenant to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such Landlord applying for the Landlord’s Consent for the substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied Guarantor with a New Guarantor. Circumstances means individually or collectively: (i) within thirty (30) days after the occurrence of such death or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; Rent remains unpaid; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); Tenant has suffered an Act of Insolvency; (iii) within fifteen (15) days after delivery there is a material breach of the Tenant’s Covenants of which the Tenant has received written notice described in from the preceding subclause (i), such Satisfactory Replacement Guarantor assumes Landlord prior to the obligations date of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; Application; (iv) concurrently the Guarantor has not complied with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective or performed with its obligations in this Lease or under the Loan Documents in a manner satisfying the Prudent Lender Standard; and Third Floor Lease; (v) prior the New Guarantor is not a Qualifying Guarantor; (vi) the New Guarantor is a company incorporated in or an individual or other person resident in a jurisdiction outside the United Kingdom in respect of which there is no applicable treaty for the mutual enforcement of civil judgements; (vii) the New Guarantor is a person enjoying diplomatic or sovereign immunity. Conditions means: (i) the New Guarantor has covenanted by deed with the Landlord as guarantor for the Tenant’s Covenants (such guarantee to be by way of primary obligation) on the terms set out in Schedule 2 of this Lease; (ii) where the New Guarantor is a company incorporated in or concurrently an individual or other person resident in a jurisdiction outside the United Kingdom the Tenant has provided the Landlord with such assumptiona legal opinion in respect of the due constitution, as applicablethe corporate power to enter into the guarantee, Lender receives such information, documentation and opinions as may be reasonably required by Lender in connection with such assumption the proper execution of and the foregoing enforceability of United Kingdom judgements in order to satisfy respect of the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean New Guarantor in a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable form satisfactory to the Rating AgenciesLandlord (acting reasonably) from a reputable, substantial law firm in the jurisdiction of the New Guarantor and such opinion will be expressed to be for the benefit of the Landlord and its successors in title and any mortgagee or chargee of the Landlord or any successor in title to the Landlord; and (3iii) satisfies the Prudent Lender Standard and (4) is an Affiliate New Guarantor will simultaneously with the substitution of Sponsorthe Guarantor under this Lease be substituted as Guarantor under the Second Floor Lease.

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this SectionSection 6.16. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” Default shall be deemed to have occurred hereunder as a result thereofhereunder, provided, provided that (a) no other Event of Default hereunder or under and as defined in any of the other Loan Agreement Documents has occurred and is then continuing, ; (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied (i) within thirty (30) 30 days after the occurrence of such death or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; , (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) , within fifteen (15) 30 days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent acceptable to Lender Standard; (iv) in its sole discretion, concurrently with such assumption, (A) such Satisfactory Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Satisfactory Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent mam1er acceptable to Lender Standard; in its sole discretion, and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender in its sole discretion in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC); and (c) such substitution is pe1mitted by then applicable REMIC Requirements. As used herein, the term “"Satisfactory Replacement Guarantor” " shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to Lender and the Rating Agencies, (2) acceptable to Lender in its sole discretion exercised in good faith, and (3) satisfies Controls Borrower and the Prudent Lender Standard and (4) is an Affiliate day-to-day operations of Sponsorthe Property.

Replacement Guarantor. To If at any time during the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each term of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetencyLoan, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender elects in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard a Transfer (including, without limitation, opinions an Advised Entity Transfer), then (A) Borrower shall have the right to cause a Replacement Guarantor to execute and deliver a replacement Guaranty, PIP Guaranty and Environmental Indemnity substantially in the form of the Guaranty, PIP Guaranty or Environmental Indemnity, as applicable, or otherwise in form acceptable to Lender (collectively, a “Substitute Guaranty”), (B) under such Substitute Guaranty, Replacement Guarantor shall assume all obligations of Guarantor under each of the Guaranty, PIP Guaranty and the Environmental Indemnity, (C) Replacement Guarantor shall furnish to Lender all documents evidencing Replacement Guarantor’s organization and good standing, and the qualification of the signers to execute the Substitute Guaranty and any other Loan Documents, which documents shall include certified copies of all documents relating to REMIC). As used hereinthe organization and formation of Replacement Guarantor and of the entities, the term “Satisfactory if any, which are partners or members of Replacement Guarantor” , and (D) Replacement Guarantor shall mean furnish to Lender a replacement guarantor New Non-Consolidation Opinion and an opinion of counsel satisfactory to Lender and its counsel (I) that Replacement Guarantor’s formation documents provide for the matters described in the foregoing clause (1) satisfies the net worth and liquidity requirements set forth hereinC), (2II) that the substitution of the Replacement Guarantor has been duly authorized, executed and delivered, and that the Substitute Guaranty and the other Loan Documents are valid, binding and enforceable against Replacement Guarantor in accordance with their terms, (III) that Replacement Guarantor and any entity which is acceptable a controlling stockholder, member or general partner of Replacement Guarantor have been duly organized, and are in existence and good standing, and (IV) with respect to such other matters as Lender may reasonably request. Upon the execution and delivery by such Replacement Guarantor of a Substitute Guaranty, Guarantor shall be relieved of all liability under the Loan Documents for acts, events, conditions, or 00000000.0.XXXXXXXX circumstances occurring or arising after the date of delivery of such evidence, except to the Rating Agenciesextent that such acts, (3) satisfies events, conditions, or circumstances are the Prudent Lender Standard proximate result of acts, events, conditions, or circumstances that existed prior to the date of such delivery, whether or not discovered prior or subsequent to the date of such delivery, or were caused by such Guarantor or its Affiliates, provided that Guarantor shall bear the burden of proof to show that the event triggering liability under the Loan Documents first occurred after such transfer or ownership, was not the proximate result of events that first occurred prior to such transfer or ownership and (4) is an Affiliate was not caused by Guarantor or its Affiliates. In the event that Borrower replaces Guarantor with a Replacement Guarantor, Borrower shall deliver the financial statements of Sponsorthe Replacement Guarantor as required pursuant to Section 5.11 of this Agreement with respect to such Guarantor.

Replacement Guarantor. To the extent that any Guarantor is a natural personfails to continue to satisfy the net worth requirement under the Guaranty, the death or incompetency of no such Guarantor failure shall be constitute an Event of Default hereunder unless such if Guarantor is replaced in accordance with this SectionSection 7.6. Borrower shall be permitted to substitute a replacement guarantor (a “Guarantor Substitution”) and no “Event of Default” Default shall be deemed to have occurred hereunder as a result thereofhereunder, provided, provided that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied satisfied: (ia) within ten (10) days after such breach or violation, Borrower delivers to Lender notice of its intent to substitute such Guarantor and, concurrently therewith, gives Lender all such information concerning the proposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (b) the replacement guarantor is a Satisfactory Replacement Guarantor; (c) within thirty (30) days after the occurrence of such death breach or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i)violation, such Satisfactory Replacement Guarantor (i) assumes the obligations of Guarantor hereunder and under the other Loan Documents Guaranty and the Environmental Indemnity for events or conditions occurring prior to, as of and after the Guarantor Substitution or (ii) executes and delivers to Lender a replacement guaranty and a replacement environmental indemnity in a manner satisfying each case in form and substance the Prudent Lender Standardsame as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, for events or conditions occurring prior to, as of and after the Guarantor Substitution; (ivd) concurrently with such assumption, assumption or execution and delivery (Ai) such Satisfactory Replacement Guarantor delivers to Lender a Spousal Consent (as defined below)spousal consent in form and substance acceptable to Lender, as and to the extent applicable applicable, and (Bii) each of Borrower and Borrower, the remaining Guarantor and/or such Satisfactory Replacement Guarantor Guarantor, as applicable, affirms each of their respective obligations under the Loan Documents in Documents; (e) Borrower delivers to Lender a manner satisfying the Prudent Lender StandardRating Agency Confirmation with respect to such Guarantor Substitution; and (vf) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion from counsel, and in connection with such assumption form and the foregoing substance, in order each case reasonably acceptable to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to the Rating Agencies in their sole discretion stating, among other things, (g) that the Guaranty and the Environmental Indemnity (or the replacement guaranty and environmental indemnity, as the case may be) are enforceable against such Satisfactory Replacement Guarantor in accordance with their terms and (ii) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code or be subject to tax as a result of such Substitution; and (h) if required by Lender or the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate delivery of Sponsora New Non Consolidation Opinion.

Replacement Guarantor. To Upon the extent that any occurrence of an NYROP Transfer, Borrower (I) may elect to replace Guarantor is or (II) shall replace Guarantor if, as a natural person, the death or incompetency result of such NYROP Transfer, Guarantor does not own any direct or indirect equity interests in Borrower, pursuant to the terms hereof with any Person (“Replacement Guarantor”), provided that Borrower shall only be an permitted to replace such Guarantor if the following conditions are met: (i) such Replacement Guarantor (A) shall have a net worth (as calculated in accordance with GAAP) in excess of $20,000,000, and (B) shall assume the obligations of Guarantor under the Guaranty and under the Environmental Indemnity and, in connection therewith, shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption; (ii) Lender shall have received a due formation, authorization, execution and enforceability opinion in connection with such documents and agreements executed by such Replacement Guarantor; and (iii) no Event of Default hereunder unless such Guarantor is replaced in accordance with this Sectionshall have occurred and be continuing. Borrower shall be permitted to substitute a replacement guarantor and Notwithstanding the foregoing, no “Event of Default” Person shall be deemed to have occurred hereunder as a result thereofbe an acceptable Replacement Guarantor if such Person (or any other Person owned or Controlled by such Person or Affiliated with such Person) (1) has been, provided, that within the last ten (a10) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuingyears, (by) such substitution is permitted by then applicable REMIC Requirements and (c) each subject to any material, uncured event of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender default in connection with such assumption a loan financing which resulted in litigation or an acceleration of an indebtedness held by Lender or any other secondary market or institutional lender of similar size and with similar operations as Lender or (z) the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, subject of any action or proceeding under applicable Creditors Rights Laws or (2) is acceptable to any of the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate principals or entities which Control such Person or own a material direct or indirect equity interest in such Person have ever been convicted of Sponsora felony.

Replacement Guarantor. To the extent that any Guarantor is a natural person, the (a) The death or incompetency of such a Rudgate Guarantor shall be an Event of Default hereunder unless such Rudgate Guarantor is replaced in accordance with this Section. Section 8.3; provided, however, that no Event of Default shall occur (and no Substitution shall be required) upon the death or incompetency of a Rudgate Guarantor if the remaining Rudgate Guarantor satisfies the financial covenants of Rudgate Guarantor set forth in the Rudgate Guaranty. (b) Borrower shall be permitted to substitute a replacement guarantor (a “Substitution”) and no “Event of Default” Default shall be deemed to have occurred hereunder as hereunder, provided that with respect to a result thereof, provided, that (a) no other Event Substitution of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) Sun Guarantor each of the following terms and conditions are satisfied satisfied: (ia) no Default or Event of Default shall have occurred and remain uncured or would occur as a result of such Substitution; (b) within thirty ninety (3090) days after the occurrence of such death or incompetency, Borrower delivers to Lender written notice of its intent to substitute such Sun Guarantor and, concurrently therewith, gives Lender all such information concerning the guarantorproposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (iic) the replacement guarantor is a Satisfactory Sun Replacement Guarantor (as defined below)Guarantor; (iiid) within fifteen (15) days after delivery of the written notice described in the preceding subclause clause (ib), such Satisfactory Sun Replacement Guarantor assumes the obligations of Sun Guarantor hereunder and under the other Loan Documents in a manner satisfying Guaranty and the Prudent Lender StandardEnvironmental Indemnity for events or conditions occurring prior to, as of and after the Substitution; (ive) concurrently with such assumption, assumption (Ai) such Satisfactory Sun Replacement Guarantor delivers to Lender a Spousal Consent (as defined below)spousal consent in form and substance acceptable to Lender, as and to the extent applicable applicable, and (Bii) each of Borrower Borrower, the Sun Guarantor and such Satisfactory Sun Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of Sponsor.57

Replacement Guarantor. To 9.1 In this Clause 9, unless the extent that any Guarantor is a natural personcontext otherwise requires, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted following definitions apply:- Application means the written application from the Tenant to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such Landlord applying for the Landlord’s Consent for the substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied Guarantor with a New Guarantor. Circumstances means individually or collectively: (i) within thirty (30) days after the occurrence of such death or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; Rent remains unpaid; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); Tenant has suffered an Act of Insolvency; (iii) within fifteen (15) days after delivery there is a material breach of the Tenant’s Covenants of which the Tenant has received written notice described in from the preceding subclause (i), such Satisfactory Replacement Guarantor assumes Landlord prior to the obligations date of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; Application; (iv) concurrently the Guarantor has not complied with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective or performed with its obligations in this Lease or under the Loan Documents in a manner satisfying the Prudent Lender Standard; and Third Floor Lease; (v) prior the New Guarantor is not a Qualifying Guarantor; (vi) the New Guarantor is a company incorporated in or an individual or other person resident in a jurisdiction outside the United Kingdom in respect of which there is no applicable treaty for the mutual enforcement of civil judgements; (vii) the New Guarantor is a person enjoying diplomatic or sovereign immunity. Conditions means: (i) the New Guarantor has covenanted by deed with the Landlord as guarantor for the Tenant’s Covenants (such guarantee to be by way of primary obligation) on the terms set out in Schedule 2 of this Lease; (ii) where the New Guarantor is a company incorporated in or concurrently an individual or other person resident in a jurisdiction outside the United Kingdom the Tenant has provided the Landlord with such assumptiona legal opinion in respect of the due constitution, as applicablethe corporate power to enter into the guarantee, Lender receives such information, documentation and opinions as may be reasonably required by Lender in connection with such assumption the proper execution of and the foregoing enforceability of United Kingdom judgements in order to satisfy respect of the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean New Guarantor in a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable form satisfactory to the Rating AgenciesLandlord (acting reasonably) from a reputable, substantial law firm in the jurisdiction of the New Guarantor and such opinion will be expressed to be for the benefit of the Landlord and its successors in title and any mortgagee or chargee of the Landlord or any successor in title to the Landlord; and (3iii) satisfies the Prudent Lender Standard and (4) is an Affiliate New Guarantor will simultaneously with the substitution of Sponsorthe Guarantor under this Lease be substituted as Guarantor under the Third Floor Lease.

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied (i) within No less than thirty (30) days after prior to receipt by Buyer of Seller’s written notice, a replacement Person (“Replacement Guarantor”) may become Guarantor under the occurrence Transaction Documents, and shall be bound by, and entitled to, the benefits and obligations of such death or incompetencythis Agreement and the Transaction Documents as Guarantor, Borrower delivers Lender written notice upon the satisfaction of the following conditions, each as determined by Buyer in its intent to substitute sole discretion: (i) the guarantor; Replacement Guarantor is a limited liability company organized under the laws of the State of Delaware, (ii) the replacement guarantor Replacement Guarantor is a Satisfactory Replacement Guarantor (as defined below); direct or indirect wholly-owned subsidiary of TPG RE Finance Trust, Inc., (iii) within fifteen (15) days after delivery of the written notice described Replacement Guarantor shall satisfy each covenant, representation and warranty set forth in the preceding subclause (i)Guarantee Agreement, such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions the financial covenants set forth in Section 9 of the Guarantee Agreement, (iv) Buyer shall have satisfactorily completed its legal, financial, “Know-Your-Customer”, OFAC and anti-money laundering diligence relating to REMICthe Replacement Guarantor, (v) Buyer shall have received customary secretary certificates and legal opinions, including as to the due formation, power and authority and good standing of the Replacement Guarantor, no conflicts with organizational documents, no required consents, no violations of law, execution and delivery by the Replacement Guarantor and the enforceability of the Replacement Guarantee Agreement against the Replacement Guarantor. On the date upon which the conditions set forth above are satisfied, and the Replacement Guarantor executes and delivers the Replacement Guarantee Agreement (the “Guarantor Substitution Date”). As used herein, the term “Satisfactory Replacement Guarantor shall be considered Guarantor for all purposes of this Agreement, and the Initial Guarantor shall be released as Guarantor under the Guarantee Agreement (except for those provisions which, by their terms, are expressly stated herein or in the Guarantee Agreement to survive termination); provided, that the execution of any such replacement guaranty shall not be deemed a novation of any liabilities or obligations under the Guarantee Agreement irrespective of any parties’ knowledge thereof. Notwithstanding anything herein to the contrary, in the event of any Act of Insolvency with respect to Replacement Guarantor, Initial Guarantor shall remain liable for any and all amounts of Replacement Guarantor during any “look back” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of Sponsorperiod under applicable law.

Replacement Guarantor. To If at any time during the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each term of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetencyLoan, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender elects in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard a Transfer (including, without limitation, opinions an Advised Entity Transfer), then (A) Borrower shall have the right to cause a Replacement Guarantor to execute and deliver a replacement Guaranty, PIP Guaranty and Environmental Indemnity substantially in the form of the Guaranty, PIP Guaranty or Environmental Indemnity, as applicable, or otherwise in form acceptable to Lender (collectively, a “Substitute Guaranty”), (B) under such Substitute Guaranty, Replacement Guarantor shall assume all obligations of Guarantor under each of the Guaranty, PIP Guaranty and the Environmental Indemnity, (C) Replacement Guarantor shall furnish to Lender all documents evidencing Replacement Guarantor’s organization and good standing, and the qualification of the signers to execute the Substitute Guaranty and any other Loan Documents, which documents shall include certified copies of all documents relating to REMIC). As used hereinthe organization and formation of Replacement Guarantor and of the entities, the term “Satisfactory if any, which are partners or members of Replacement Guarantor” , and (D) Replacement Guarantor shall mean furnish to Lender a replacement guarantor New Non-Consolidation Opinion and an opinion of counsel satisfactory to Lender and its counsel (I) that Replacement Guarantor’s formation documents provide for the matters described in the foregoing clause (1) satisfies the net worth and liquidity requirements set forth hereinC), (2II) that the substitution of the Replacement Guarantor has been duly authorized, executed and delivered, and that the Substitute Guaranty and the other Loan Documents are valid, binding and enforceable against Replacement Guarantor in accordance with their terms, (III) that Replacement Guarantor and any entity which is acceptable a controlling stockholder, member or general partner of Replacement Guarantor have been duly organized, and are in existence and good standing, and (IV) with respect to such other matters as Lender may reasonably request. Upon the execution and delivery by such Replacement Guarantor of a Substitute Guaranty, Guarantor shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of delivery of such evidence, except to the Rating Agenciesextent that such acts, (3) satisfies events, conditions, or circumstances are the Prudent Lender Standard proximate result of acts, events, conditions, or circumstances that existed prior to the date of such delivery, whether or not discovered prior or subsequent to the date of such delivery, or were caused by such Guarantor or its Affiliates, provided that Guarantor shall bear the burden of proof to show that the event triggering liability under the Loan Documents first occurred after such transfer or ownership, was not the proximate result of events that first occurred prior to such transfer or ownership and (4) is an Affiliate was not caused by Guarantor or its Affiliates. In the event that Borrower replaces Guarantor with a Replacement Guarantor, Borrower shall deliver the financial statements of Sponsorthe Replacement Guarantor as required pursuant to Section 5.11 of this Agreement with respect to such Guarantor.

Replacement Guarantor. To If at any time during the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each term of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetencyLoan, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender elects in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard a Transfer (including, without limitation, opinions an Advised Entity Transfer), then (A) Borrower shall have the right to cause a Replacement Guarantor to execute and deliver a replacement Guaranty, PIP Guaranty and Environmental Indemnity substantially in the form of the Guaranty, PIP Guaranty or Environmental Indemnity, as applicable, or otherwise in form acceptable to Lender (collectively, a “Substitute Guaranty”), (B) under such Substitute Guaranty, Replacement Guarantor shall assume all obligations of Guarantor under each of the Guaranty, PIP Guaranty and the Environmental Indemnity, (C) Replacement Guarantor shall furnish to Lender all documents evidencing Replacement Guarantor’s organization and good standing, and the qualification of the signers to execute the Substitute Guaranty and any other Loan Documents, which documents shall include certified copies of all documents relating to REMIC). As used hereinthe organization and formation of Replacement Guarantor and of the entities, the term “Satisfactory if any, which are partners or members of Replacement Guarantor” , and (D) Replacement Guarantor shall mean furnish to Lender a replacement guarantor New Non-Consolidation Opinion and an opinion of counsel satisfactory to Lender and its counsel (I) that Replacement Guarantor’s formation documents provide for the matters described in the foregoing clause (1) satisfies the net worth and liquidity requirements set forth hereinC), (2II) is acceptable to that the Rating Agenciessubstitution of the Replacement Guarantor has been duly authorized, executed and delivered, and that the Substitute Guaranty and the other Loan Documents are valid, binding and enforceable against Replacement Guarantor in accordance with their terms, (3III) satisfies the Prudent Lender Standard that Replacement Guarantor and any entity which is a controlling stockholder, member or general partner of Replacement Guarantor have been duly organized, and are in existence and good standing, and (4IV) is an Affiliate of Sponsor.with respect to such other matters as Lender may reasonably request. Upon the execution and

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor each of the following terms and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that conditions are satisfied (a1) no other Event of Default hereunder or under and as defined in the other Loan Agreement Documents has occurred and is then continuing, ; (b2) such substitution is permitted by then applicable REMIC Requirements Borrower reaffirms its warranties and representations set forth in this Agreement and the other Loan Documents; (c3) each of the Within 30 days following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetencylegal incapacity of Guarantor, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory an Approved Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder executes and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (guaranty or guaranties and hazardous indemnity agreement, each in form reasonably acceptable to Lender and in substantially the same form as defined below)the Guaranty and Hazardous Indemnity Agreement executed as of the Closing Date, as without any cost or expense to Lender. An "Approved Replacement Guarantor" shall mean a Person proposed by Borrower within 15 Business Days following such death or legal incapacity and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required approved by Lender in connection with its discretion, which approval shall be based upon Lender’s satisfactory determination as to the reputable character and creditworthiness of such assumption proposed Person, as evidenced by credit and background checks performed by Lender and financial statements and other information reasonably requested by Lender and Lender shall have received satisfactory evidence that such Person has a minimum Tangible Net Worth of not less $5,000,000.00 and a Cash Liquidity Balance of not less than $500,000.00. (4) Borrower and the foregoing in order Approved Replacement Guarantor shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request; and (5) Either (i) Lender receives evidence that either Xxxxx Xxxxxxxxx or Xxxxxxx Xxxxxxxxx Xx. is the duly authorized and acting replacement manager of Borrower's Manager instead of Guarantor or (ii) if the members of Borrower elect to satisfy replace Borrower's Manager as the Prudent manager of Borrower pursuant to section 8.16 of Borrower's Operating Agreement, Lender Standard (includingshall have approved of such replacement manager, taking into account such factors without limitation, opinions relating the experience and track record of the proposed replacement manager in owning, managing and developing properties similar to REMIC). As used hereinthe Project, the term “Satisfactory Replacement Guarantor” shall mean a financial strength of the proposed replacement guarantor that (1) satisfies manager, the net worth general business standing of the proposed replacement manager and liquidity requirements set forth hereinthe proposed replacement manager's relationships and experience with contractors, (2) is vendors, tenants, lenders and other business entities are acceptable to the Rating AgenciesLender, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of Sponsorin its reasonable discretion.

Replacement Guarantor. To Upon the extent that any occurrence of an ARC III Transfer, Borrower (I) may elect to replace Guarantor is or (II) shall replace Guarantor if, as a natural person, the death or incompetency result of such ARC III Transfer, Guarantor does not own any direct or indirect equity interests in Borrower, pursuant to the terms hereof with any Person (“Replacement Guarantor”), provided that Borrower shall only be an permitted to replace such Guarantor if the following conditions are met: (i) such Replacement Guarantor (A) shall have a net worth (as calculated in accordance with GAAP) in excess of $50,000,000, (B) shall have Liquidity of no less than $4,000,000, and (C) shall (x) assume the obligations of Guarantor under the Guaranty and under the Environmental Indemnity and, in connection therewith, shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (y) shall agree in such documents in the foregoing clause (x) to maintain Liquidity in the minimum amount of $2,000,000 throughout the remainder of the term of the Loan; (ii) Lender shall have received a due formation, authorization, execution and enforceability opinion in connection with such documents and agreements executed by such Replacement Guarantor; and (iii) no Event of Default hereunder unless such Guarantor is replaced in accordance with this Sectionshall have occurred and be continuing. Borrower shall be permitted to substitute a replacement guarantor and Notwithstanding the foregoing, no “Event of Default” Person shall be deemed to have occurred hereunder as a result thereofbe an acceptable Replacement Guarantor if such Person (or any other Person owned or Controlled by such Person or Affiliated with such Person) (1) has been, provided, that within the last ten (a10) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuingyears, (by) such substitution is permitted by then applicable REMIC Requirements and (c) each subject to any material, uncured event of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender default in connection with such assumption a loan financing which resulted in litigation or an acceleration of an indebtedness held by Lender or any other secondary market or institutional lender of similar size and with similar operations as Lender or (z) the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth hereinsubject of any action or proceeding under applicable Creditors Rights Laws, (2) is acceptable to any of the Rating Agencies, principals or entities which Control such Person or own a material direct or indirect equity interest in such Person have ever been convicted of a felony or (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of Sponsorhas not had a credit event that has caused or will cause a material adverse effect on its business.

Replacement Guarantor. To the extent that any Guarantor is a natural personfails to continue to satisfy the net worth requirement under the Guaranty, the death or incompetency of no such Guarantor failure shall be constitute an Event of Default hereunder unless such if Guarantor is replaced in accordance with this SectionSection 7.6. Borrower shall be permitted to substitute a replacement guarantor (a “Guarantor Substitution”) and no “Event of Default” Default shall be deemed to have occurred hereunder as a result thereofhereunder, provided, provided that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied satisfied: (ia) within ten (10) days after such breach or violation, Borrower delivers to Lender notice of its intent to substitute such Guarantor and, concurrently therewith, gives Lender all such information concerning the proposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (b) the replacement guarantor is a Satisfactory Replacement Guarantor; (c) within thirty (30) days after the occurrence of after such death breach or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i)violation, such Satisfactory Replacement Guarantor (i) assumes the obligations of Guarantor hereunder and under the other Loan Documents Guaranty and the Environmental Indemnity for events or conditions occurring prior to, as of and after the Guarantor Substitution or (ii) executes and delivers to Lender a replacement guaranty and a replacement environmental indemnity in a manner satisfying each case in form and substance the Prudent Lender Standardsame as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, for events or conditions occurring prior to, as of and after the Guarantor Substitution; (ivd) concurrently with such assumption, assumption or execution and delivery (Ai) such Satisfactory Replacement Guarantor delivers to Lender a Spousal Consent (as defined below)spousal consent in form and substance acceptable to Lender, as and to the extent applicable applicable, and (Bii) each of Borrower and Borrower, the remaining Guarantor and/or such Satisfactory Replacement Guarantor Guarantor, as applicable, affirms each of their respective obligations under the Loan Documents in Documents; (e) Borrower delivers to Lender a manner satisfying the Prudent Lender StandardRating Agency Confirmation with respect to such Guarantor Substitution; and (vf) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion from counsel, and in connection with such assumption form and the foregoing substance, in order each case reasonably acceptable to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to the Rating Agencies in their sole discretion stating, among other things, (g) that the Guaranty and the Environmental Indemnity (or the replacement guaranty and environmental indemnity, as the case may be) are enforceable against such Satisfactory Replacement Guarantor in accordance with their terms and (ii) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code or be subject to tax as a result of such Substitution; and (h) if required by Lender or the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate delivery of Sponsora New Non Consolidation Opinion.

Replacement Guarantor. To Subject to the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each satisfaction of the following terms and conditions are satisfied conditions, Replacement Guarantor shall become the sole Guarantor under this Guaranty (the “Guarantor Replacement Event”): (i) within thirty Initial Guarantor shall no longer indirectly own greater than 50% of the Capital Stock of Seller; (30ii) days at least ten (10) Business Days’ prior to the proposed date of the Guarantor Replacement Event, Replacement Guarantor shall provide financial statements of Replacement Guarantor and other evidence thereof satisfactory to Buyer evidencing that Replacement Guarantor, on its own, complies with the financial covenants in Section 5(a) hereof which would apply after giving effect to the occurrence Guarantor Replacement Event; and (iii) no Event of such death Default or incompetencymonetary or material non-monetary Default has occurred and is continuing. Upon satisfaction of the foregoing conditions, Borrower delivers Lender written notice Replacement Guarantor shall become the sole “Guarantor” under this Guaranty and Initial Guarantor shall no longer be a “Guarantor” hereunder and shall be released from its obligations hereunder other than with respect to (i) the Guarantied Obligations set forth in Section 2(d) hereof which first occur prior to the effective date of its intent to substitute the guarantor; Guarantor Replacement Event, (ii) the replacement guarantor is a Satisfactory Guarantied Obligations set forth in Section 2(c) hereof which occur prior to the effective date of the Guarantor Replacement Guarantor (as defined below); Event and (iii) within fifteen (15) days after delivery any other rights or obligations which expressly survive the termination of the written notice described in Transaction Documents and/or this Guaranty. Following the preceding subclause (i), such Satisfactory occurrence of the Guarantor Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (Event as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard (including, without limitation, opinions relating to REMIC). As used provided for herein, the term “Satisfactory at Initial Guarantor’s or Replacement Guarantor” ’s request, Buyer shall mean a replacement guarantor confirm in writing that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable Guarantor Replacement Event has occurred but the failure of Buyer to provide such written confirmation shall not affect whether or not the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of SponsorGuarantor Replacement Event has occurred.

Replacement Guarantor. To If at any time during the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each term of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetencyLoan, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender elects in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard a Transfer (including, without limitation, opinions an Advised Entity Transfer), then (A) Borrower shall have the right to cause a Replacement Guarantor to execute and deliver a replacement Guaranty, PIP Guaranty and Environmental Indemnity substantially in the form of the Guaranty, PIP Guaranty or Environmental Indemnity, as applicable, or otherwise in form acceptable to Lender (collectively, a “Substitute Guaranty”), (B) under such Substitute Guaranty, Replacement Guarantor shall assume all obligations of Guarantor under each of the Guaranty, PIP Guaranty and the Environmental Indemnity, (C) Replacement Guarantor shall furnish to Lender all documents evidencing Replacement Guarantor’s organization and good standing, and the qualification of the signers to execute the Substitute Guaranty and any other Loan Documents, which documents shall include certified copies of all documents relating to REMIC). As used hereinthe organization and formation of Replacement Guarantor and of the entities, the term “Satisfactory if any, which are partners or members of Replacement Guarantor” , and (D) Replacement Guarantor shall mean furnish to Lender a replacement guarantor New Non-Consolidation Opinion and an opinion of counsel satisfactory to Lender and its counsel (I) that Replacement Guarantor’s formation documents provide for the matters described in the foregoing clause (1) satisfies the net worth and liquidity requirements set forth hereinC), (2II) that the substitution of the Replacement Guarantor has been duly authorized, executed and delivered, and that the Substitute Guaranty and the other Loan Documents are valid, binding and enforceable against Replacement Guarantor in accordance with their terms, (III) that Replacement Guarantor and any entity which is acceptable a controlling stockholder, member or general partner of Replacement Guarantor have been duly organized, and are in existence and good standing, and (IV) with respect to such other matters as Lender may reasonably request. Upon the execution and delivery by such Replacement Guarantor of a Substitute Guaranty, Guarantor shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of delivery of such evidence, except to the Rating Agenciesextent that such acts, (3) satisfies events, conditions, or circumstances are the Prudent Lender Standard proximate result of acts, events, conditions, or circumstances that existed prior to the date of such delivery, whether or not discovered prior or subsequent to the date of such delivery, or were caused by such Guarantor or its Affiliates, provided that Guarantor shall bear the burden of proof to show that the event triggering liability under the Loan Documents first occurred after such transfer or ownership, was not the proximate result of events that first occurred prior to such transfer or ownership and (4) is an Affiliate was not caused by Guarantor or its Affiliates. In the event that Borrower replaces Guarantor with a Replacement Guarantor, Borrower shall deliver the financial statements of Sponsor.the Replacement Guarantor as required pursuant to Section 5.11 of this Agreement with respect to such Guarantor. 00000000.0.XXXXXXXX

Replacement Guarantor. To the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of and the following terms and conditions are Replacement Guarantor Conditions have been satisfied in Lender’s reasonable discretion. As used herein, the term “Replacement Guarantor Conditions” shall mean (i) within thirty ninety (3090) days after the occurrence of such death or incompetency, Borrower delivers Lender written notice of its intent to substitute the guarantor; Guarantor, (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); , (iii) within fifteen thirty (1530) days after delivery of the written notice described in the preceding subclause clause (i)) above, such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder shall have executed and under the other Loan Documents in a manner satisfying the Prudent delivered to Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (guaranty of recourse obligations on substantially the same form as defined below), as and to the extent applicable this Guaranty and (B) each of an environmental indemnity agreement on substantially the same form as the Environmental Indemnity Agreement executed by Borrower and Guarantor in connection with the Loan (subclauses (A), and (B), collectively, the “Replacement Guaranties”), (iv) Borrower and each other Guarantor hereunder shall have executed such Replacement Guarantor affirms each other reaffirmations of their respective obligations under the Loan Documents in a manner satisfying the Prudent as Lender Standard; and may reasonably require, (v) prior Lender shall have received (A) a customary legal opinion of counsel to or concurrently the Satisfactory Replacement Guarantor with such assumptionrespect to the enforcement of the Replacement Guaranties and with respect to the due formation, authority, due execution and delivery of the Satisfactory Replacement Guarantor Replacement Guaranties, as applicable, and (B) a New Non-Consolidation Opinion reasonably acceptable to Lender, (vi) Lender receives shall have received evidence reasonably satisfactory to Lender that the Guarantor continues to comply with the Net Worth and Unencumbered Liquid Assets covenants set forth in Section 26 above, (vii) such information, documentation and opinions as may be reasonably required by Lender in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard Satisfactory Replacement Guarantor satisfies Lender’s then-existing “know your customer” requirements (including, without limitation, opinions relating to REMIC)satisfactory credit and other searches customarily conducted by Lender) and (viii) Borrower shall have reimbursed Lender for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) actually incurred in connection with satisfying the foregoing. As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) satisfies owns a beneficial interest in the net worth Borrower and liquidity requirements set forth herein, (2) is acceptable approved by Lender in its sole and absolute discretion. Notwithstanding the foregoing or anything stated to the Rating Agenciescontrary herein, a Trust may be dissolved provided that the following conditions are satisfied: (3i) satisfies the Prudent Lender Standard remaining Trusts together with the Individual Guarantor continue to satisfy the financial covenants in Section 25(e), and (4ii) is an Affiliate Guarantor provides Lender with no less than ten (10) days prior written notice of Sponsorsuch intended dissolution and such notice shall be accompanied by financial statements for the remaining Guarantors evidencing that the financial covenants in Section 25(e) are satisfied and such financial statements shall be certified by Individual Guarantor and compiled by a certified public accountant.

Replacement Guarantor. To If at any time during the extent that any Guarantor is a natural person, the death or incompetency of such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each term of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetencyLoan, Borrower delivers Lender written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of Guarantor hereunder and under the other Loan Documents in a manner satisfying the Prudent Lender Standard; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Lender a Spousal Consent (as defined below), as and to the extent applicable and (B) each of Borrower and such Replacement Guarantor affirms each of their respective obligations under the Loan Documents in a manner satisfying the Prudent Lender Standard; and (v) prior to or concurrently with such assumption, as applicable, Lender receives such information, documentation and opinions as may be reasonably required by Lender elects in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard a Transfer (including, without limitation, opinions an Advised Entity Transfer), then (A) Borrower shall have the right to cause a Replacement Guarantor to execute and deliver a replacement Guaranty, PIP Guaranty and Environmental Indemnity substantially in the form of the Guaranty, PIP Guaranty or Environmental Indemnity, as applicable, or otherwise in form acceptable to Lender (collectively, a “Substitute Guaranty”), (B) under such Substitute Guaranty, Replacement Guarantor shall assume all obligations of Guarantor under each of the Guaranty, PIP Guaranty and the Environmental Indemnity, (C) Replacement Guarantor shall furnish to Lender all documents evidencing Replacement Guarantor’s organization and good standing, and the qualification of the signers to execute the Substitute Guaranty and any other Loan Documents, which documents shall include certified copies of all documents relating to REMIC). As used hereinthe organization and formation of Replacement Guarantor and of the entities, the term “Satisfactory if any, which are partners or members of Replacement Guarantor” , and (D) Replacement Guarantor shall mean furnish to Lender a replacement guarantor New Non-Consolidation Opinion and an opinion of counsel satisfactory to Lender and its counsel (I) that Replacement Guarantor’s formation documents provide for the matters described in the foregoing clause (1) satisfies the net worth and liquidity requirements set forth hereinC), (2II) is acceptable to that the Rating Agenciessubstitution of the Replacement Guarantor has been duly authorized, executed and delivered, and that the Substitute Guaranty and the other Loan Documents are valid, binding and enforceable against Replacement Guarantor in accordance with their terms, (3III) satisfies the Prudent Lender Standard that Replacement Guarantor and (4) any entity which is an Affiliate a controlling stockholder, member or general partner of Sponsor.Replacement Guarantor have been duly organized, and are in existence and good standing, and 00000000.00.XXXXXXXX 121

Replacement Guarantor. To In the extent that event of Guarantor’s failure to satisfy the covenants set forth in Section 5.2 above (any Guarantor is a natural personsuch defaulting Guarantor, the death or incompetency of “Defaulting Guarantor”), such Guarantor shall be an Event of Default hereunder unless such Guarantor is replaced in accordance with this Section. Borrower shall be permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have not occurred hereunder as a result thereofif Guarantor causes, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing, (b) such substitution is permitted by then applicable REMIC Requirements and (c) each of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence earliest to occur of Borrower or Guarantor actually becoming aware of such death Default, one or incompetencymore replacement guarantors (each, Borrower delivers a “Replacement Guarantor”) to execute a non-recourse guaranty on the same terms and conditions as this Guaranty or otherwise in a form reasonably satisfactory to Lender written notice and such guarantor pursuant to which such Replacement Guarantor shall assume all of its intent the obligations of the Defaulting Guarantor under this Guaranty without regard to substitute whether any of the guarantor; liabilities or obligations guaranteed hereunder first arose prior to the date of such replacement guaranty (iiat which point the Defaulting Guarantor being replaced shall be released from any and all liability under this Guaranty), subject to the satisfaction of the following conditions: (i) the replacement guarantor is such Replacement Guarantor shall be a Satisfactory Replacement Qualified Guarantor (as defined below); (ii) Guarantor or such Replacement Guarantor shall pay Lender’s reasonable out-of-pocket third-party costs and expenses actually incurred by Xxxxxx, including reasonable attorneys’ fees of outside counsel, in connection with the replacement of Guarantor with any Replacement Guarantor, (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes shall execute a replacement environmental indemnity on the same terms and conditions as the Environmental Indemnity or otherwise in a form reasonably satisfactory to Lender and such guarantor pursuant to which such Replacement Guarantor shall assume all of the obligations of the Defaulting Guarantor hereunder and under the other Loan Documents in a manner satisfying Environmental Indemnity without regard to whether any of the Prudent liabilities or obligations indemnified thereunder first arose prior to the date of such replacement environmental indemnity and deliver such replacement environmental indemnity to Lender Standard; concurrently with delivery of such replacement guaranty, (iv) concurrently delivery to Lender of an opinion of counsel reasonably acceptable to Lender with respect to the authorization and enforceability of the replacement guaranty and replacement environmental indemnity, and, if the Loan or any portion thereof is included in a REMIC Trust and required by Xxxxxx, a REMIC opinion, (v) delivery to Lender of an Additional Insolvency Opinion covering the Replacement Guarantor, (vi) delivery to Lender of organizational documents and consents or authorizations and a new organizational chart, in each case, reasonably acceptable to Lender with respect to such assumptionReplacement Guarantor, (vii) delivery to Lender of Satisfactory Search Results with respect to (A) such Replacement Guarantor, (B) any Person directly or indirectly Controlling such Replacement Guarantor, and (C) any direct or indirect owners of more than ten percent (10%) of the direct or indirect legal or economic interests in such Replacement Guarantor delivers (that did not own a ten percent (10%) or greater equity interest, directly or indirectly, in Borrower immediately prior to delivery of the replacement guaranty and replacement environmental indemnity), (viii) delivery to Lender a Spousal Consent of evidence reasonably satisfactory to Lender that the Replacement Guarantor and its (as defined below)A) managing members, as and to the extent applicable general partners or principal shareholders and (B) each such other members, partners or shareholders which directly or indirectly own a fifty-one percent (51%) or greater economic and voting interest in Replacement Guarantor have not been subject to any Bankruptcy Action within the last seven (7) years, provided, that, with respect to a Person described in the foregoing clause (B), the foregoing condition shall be deemed satisfied if such proceeding was involuntary and dismissed within ninety (90) days of Borrower the occurrence of such involuntary proceeding. Upon the delivery of the replacement guaranty in the same form and substance as this Guaranty or otherwise in a form reasonably satisfactory to Lender and such Replacement guarantor, the Defaulting Guarantor affirms each shall be released from its obligations under this Guaranty, and (ix) there shall be no change of their respective Control of Borrower. Upon the delivery of the replacement environmental indemnity in the same form and substance as the Environmental Indemnity or otherwise in a form reasonably satisfactory to Lender and such guarantor, the Defaulting Guarantor shall be released from its obligations under the Environmental Indemnity. “Qualified Guarantor” shall mean a Person which (1) is under common Control with Borrower and owns, directly or indirectly, at least a twenty percent (20%) legal and beneficial common equity interest in Borrower, or, after an Extra Space Control Transfer (as defined in the Loan Documents Agreement), Extra Space Storage LP must continue to Control Borrower in accordance with the Loan Agreement and own, directly or indirectly, at least a manner satisfying the Prudent Lender Standardtwenty percent (20%) legal and beneficial interest in Borrower and Extra Space Storage Inc. shall Control Extra Space Storage LP; provided, that if there are two (2) or more Replacement Guarantors, then (A) only one (1) Replacement Guarantor shall be required to be under common Control with Borrower (provided that each Replacement Guarantor owns a legal and beneficial interest in Borrower), (B) only one (1) Replacement Guarantor shall be required to own, directly or indirectly, at least a twenty percent (20%) legal and beneficial interest in Borrower (provided that each Replacement Guarantor owns a legal and beneficial interest in Borrower) and (vC) prior only one (1) Replacement Guarantor shall be required to or concurrently with such assumptionbe controlled by NexPoint Real Estate Advisors X, as applicableL.P. (provided that each replacement guarantor owns a legal and beneficial interest in Borrower)), Lender receives such information(2) satisfies the covenants set forth in Section 5.2 hereof, documentation (3) is not an Embargoed Person, and opinions as may be reasonably required by Lender in connection with such assumption and the foregoing in order to satisfy the Prudent Lender Standard (4) satisfies Lender’s then current “know your customer” requirements, including, without limitation, opinions relating to REMIC)delivery of Satisfactory Search Results. As used hereinFor the avoidance of doubt, in the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that event there is more than one (1) satisfies the net worth and liquidity requirements set forth hereinReplacement Guarantor, (2x) is acceptable to the Rating Agencies, (3) satisfies obligations and liabilities of the Prudent Lender Standard Replacement Guarantors shall be joint and several and (4y) is the Net Worth and Liquid Assets of such Replacement Guarantors shall be calculated on an Affiliate aggregate basis for purposes of Sponsordetermining compliance with the Section 5.2 hereof.