Common use of Requirement to Become Guarantor Clause in Contracts

Requirement to Become Guarantor. A Subsidiary shall be required to become a Guarantor within 15 calendar days of the satisfaction of all of the following: (i) either (x) such Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x), and (ii) such Subsidiary incurs or suffers to exist any Indebtedness that is not Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a Guarantee by National Retail Properties, LP (“NRPLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NRPLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NRPLP in respect of such Guarantee are contingent and (B) Guarantees by NRPLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 at any time. Within 15 calendar days thereof, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not in effect, a Guaranty) executed by the Subsidiary described in clause (i) and, (ii) the items that would have been delivered under Sections 5.1.(a)(iii) through (vii), and (xii) through (xiv) as if such Subsidiary had been a Guarantor on the Effective Date.

Requirement to Become Guarantor. A Subsidiary shall Within 15 Business Days (or such longer period of time as may be required acceptable to become a Guarantor the Administrative Agent, but in any event within 15 30 calendar days days) following the date on which either of the satisfaction of all of the following: (i) either (x) such following conditions first applies to any Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x), and (ii) such Subsidiary incurs or suffers to exist any Indebtedness that is not Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) already a Guarantee by National Retail Properties, LP (“NRPLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NRPLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NRPLP in respect of such Guarantee are contingent and (B) Guarantees by NRPLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 at any time. Within 15 calendar days thereofGuarantor, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not in effect, a Guaranty) executed by the such Subsidiary described in clause (i) and, and (ii) the items that would have been delivered under Sections 5.1.(a)(iiisubsections (iv), (vii) through (viix), and (xii) through (xiv) as of Section 5.1.(a) if such Subsidiary had been a Guarantor on the Effective Agreement Date: (x) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower (other than an Excluded Subsidiary guaranteeing or otherwise becoming obligated in respect of the Indebtedness of another Excluded Subsidiary) or (y)(A) such Subsidiary owns an Eligible Property or Other Multifamily Property included in the determination of Unencumbered Adjusted Net Operating Income, and (B) such Subsidiary, or any other Subsidiary of the Borrower that directly, or indirectly through one or more other Subsidiaries of the Borrower, owns any Equity Interest in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness that is not Nonrecourse Indebtedness.

Requirement to Become Guarantor. A Subsidiary shall be required to become a Guarantor within 15 calendar days of the satisfaction of all of the following: (i) either (x) such Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x), and (ii) such Subsidiary incurs or suffers to exist any Indebtedness that is not Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a Guarantee by National Retail PropertiesNNN REIT, LP (“NRPLPNNNLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NRPLP NNNLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NRPLP NNNLP in respect of such Guarantee are contingent and (B) Guarantees by NRPLP NNNLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 at any time. Within 15 calendar days thereof, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not in effect, a Guaranty) executed by the Subsidiary described in clause (i) and, (ii) the items that would have been delivered under Sections 5.1.(a)(iii) through (vii), and (xii) through (xiv) as if such Subsidiary had been a Guarantor on the Effective Date.

Requirement to Become Guarantor. A Subsidiary shall be required to become a Guarantor within 15 calendar Within fifteen (15) days of any Person becoming a Material Subsidiary after the satisfaction of all of the following: (i) either (x) such Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x), and (ii) such Subsidiary incurs or suffers to exist any Indebtedness that is not Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a Guarantee by National Retail Properties, LP (“NRPLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NRPLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NRPLP in respect of such Guarantee are contingent and (B) Guarantees by NRPLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 at any time. Within 15 calendar days thereofEffective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession a Joinder Agreement (or if the Guaranty is not in effect, a Guaranty) executed by the such Material Subsidiary described in clause (i) and, and (ii) the items that would have been delivered under Sections 5.1.(a)(iii5.1(a)(iv) through (vii)viii) if such Material Subsidiary had been one on the Effective Date (provided, and (xiihowever, that if the items described in Section 5.1(a)(iv) through (xivviii) as if such have been provided with respect to Guarantors (excluding GBP and General Partner) whose assets equal or exceed seventy-five percent (75%) of the Adjusted Gross Asset Value of all Guarantors other than GBP and General Partner (but including any Material Subsidiary had been becoming a Guarantor on after the Effective Date), then the Borrower shall only be required to deliver pursuant to this clause (ii) the items that would have been delivered under Sections 5.1(a)(v) through (viii)). Additionally, in the event that any Wholly Owned Subsidiary of Borrower or GBP, whether presently existing or hereafter formed or acquired, which is not a Guarantor at such time, shall after the date hereof become a guarantor under any existing or future Unsecured Indebtedness of Borrower or any other Loan Party, then Borrower shall cause such Subsidiary to execute and deliver the items described in this Section 7.12(a). At the election of Borrower, any other Subsidiary of Borrower or GBP, whether presently existing or hereafter formed or acquired, which is not a Guarantor at such time, may become a Guarantor by delivering to the Agent each of the items described in this Section 7.12(a).

Requirement to Become Guarantor. A Subsidiary shall be required to become a Guarantor within 15 calendar days of the satisfaction of all of the following: (i) either (x) such Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x), and (ii) such Subsidiary incurs or suffers to exist any Indebtedness that is not Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a Guarantee by National Retail Properties, LP (“NRPLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NRPLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NRPLP in respect of such Guarantee are contingent and (B) Guarantees by NRPLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 20,000,000 at any time. Within 15 calendar days thereof, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not in effect, a Guaranty) executed by the Subsidiary described in clause (i) and, (ii) the items that would have been delivered under Sections 5.1.(a)(iii5.1.(a)(viii) through (viixii), and (xii) through (xivxvii) as if such Subsidiary had been a Guarantor on the Effective Date.

Requirement to Become Guarantor. A Within 30 days of any Person becoming a Material Subsidiary shall be required to become or a Guarantor Provider (in each case, other than an Excluded Subsidiary) after the Effective Date, or within 15 calendar 45 days of the satisfaction end of all any fiscal quarter, if during such fiscal quarter more than 5% of the following: EBITDA (iexcluding EBITDA attributable to Excluded Subsidiaries) either (x) such Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary attributable, directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x)indirectly, to Subsidiaries which are not Guarantors and (ii) such Subsidiary incurs or suffers to exist any Indebtedness that is which are not Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a Guarantee by National Retail Properties, LP (“NRPLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NRPLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NRPLP in respect of such Guarantee are contingent and (B) Guarantees by NRPLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 at any time. Within 15 calendar days thereofExcluded Subsidiaries, the Borrower shall deliver deliver, or cause to be delivered, to the Administrative Agent Lender each of the following items, each in form and substance satisfactory to the Administrative Agent: Lender: (i) an Accession Agreement (or if the Guaranty is not in effect, a Guaranty) executed by such Material Subsidiary, such Provider or such Subsidiaries as may be required so that at least 95% of EBITDA (excluding EBITDA attributable to Excluded Subsidiaries) for the Subsidiary described in clause (i) andfiscal quarter most recently ended is attributable, directly or indirectly, to Guarantors; (ii) the items that would have been delivered under Sections 5.1.(a)(iii6.1.(a)(vii) through (viixi), (xvi), (xvii) and (xiixx) through (xiv) as if such Subsidiary Person or Persons had been a Guarantor on the Effective Date; (iii) Account Control Agreements to the extent required to be delivered under Section 8.13. or to remain in compliance with Section 10.10.; and (iv) Such other documents, agreements and instruments as the Lender may reasonably request. Promptly (and in any event within 30 days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, the Borrower shall cause such Subsidiary to comply with the provisions of this Section.

Requirement to Become Guarantor. A Subsidiary shall be required to become a Guarantor within 15 calendar Within 30 days of the satisfaction of all of the following: (i) either any Person (xother than a Foreign Subsidiary) such becoming a Material Subsidiary owns an Unencumbered Asset or other asset after the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x)Effective Date, and (ii) such any Excluded Subsidiary incurs ceasing to be subject to the restriction or suffers circumstances which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to exist this Section, or (iii) any Indebtedness that is not Nonrecourse Indebtedness; provided that Person which at any time has been a Guarantor but was released pursuant to Section 7.13.(a) because it had less than $10,000 in assets, thereafter having at least $10,000 in assets in the preceding clause (ii) shall not apply to (A) a Guarantee by National Retail Propertiesaggregate, LP (“NRPLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NRPLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NRPLP in respect of such Guarantee are contingent and (B) Guarantees by NRPLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 at any time. Within 15 calendar days thereofcase may be, the Borrower Parent shall deliver cause to be delivered to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (iw) an Accession Agreement (or if the Guaranty is not in effect, a Guaranty) executed by the Subsidiary described in clause (i) andsuch Person, (iix) the items that would have been delivered under Sections 5.1.(a)(iii5.1.(a)(ix) through (vii), xiii) and (xiixxii) through (xiv) as if such Subsidiary or Joint Venture Subsidiary had been a Guarantor on the Effective DateDate and (y) if such Person would have been required to become party to the Security Agreement pursuant to Section 5.1(a)(vi) had such Person been a Material Subsidiary as of the Effective Date or if such Person had previously been a party to the Security Agreement (directly or by virtue of a supplement thereto) and was released pursuant to Section 7.13.(a) because it had less than $10,000 in assets, and thereafter has at least $10,000 in assets in the aggregate, a supplement to the Security Agreement substantially in the form of Annex 1 to the Security Agreement set forth in Exhibit F hereto executed by such Person to the extent such Person is not already a Grantor and the items that would have been delivered under Sections 5.1.(a)(vii) (excluding any reference to the Pledge Agreement set forth in Section 5.1(a)(vii)), (viii), (ix), (x) through (xiii) and (xxii). The Borrower shall send to each Lender copies of each of the foregoing items once the Agent has received all such items with respect to a Subsidiary or Joint Venture Subsidiary.

Requirement to Become Guarantor. A Within 30 days of any Person becoming a Material Subsidiary shall be required to become or a Guarantor Provider (in each case, other than an Excluded Subsidiary) after the Closing Date, or within 15 calendar 45 days of the satisfaction end of all any fiscal quarter, if during such fiscal quarter more than 5% of the following: EBITDA (iexcluding EBITDA attributable to Excluded Subsidiaries) either (x) such Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary attributable, directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x)indirectly, to Subsidiaries which are not Guarantors and (ii) such Subsidiary incurs or suffers to exist any Indebtedness that is which are not Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a Guarantee by National Retail PropertiesExcluded Subsidiaries, LP (“NRPLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NRPLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NRPLP in respect of such Guarantee are contingent and (B) Guarantees by NRPLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 at any time. Within 15 calendar days thereof, the Borrower shall deliver deliver, or cause to be delivered, to the Administrative Agent Lender each of the following items, each in form and substance satisfactory to the Administrative Agent: Lender: (i) an Accession Agreement (or if the Guaranty is not in effect, a Guaranty) executed by such Material Subsidiary, such Provider or such Subsidiaries as may be required so that at least 95% of EBITDA (excluding EBITDA attributable to Excluded Subsidiaries) for the Subsidiary described in clause (i) andfiscal quarter most recently ended is attributable, directly or indirectly, to Guarantors; (ii) the items that would have been delivered under Sections 5.1.(a)(iii) through (viiSection 4.01(b)(iv), Section 4.01(c), Section 4.01(h) and (xiiSection 4.01(o) through (xiv) as if such Subsidiary Person or Persons had been a Guarantor on the Effective Closing Date; (iii) Account Control Agreements to the extent required to be delivered under Section 5.14 or to remain in compliance with Section 6.10; and (iv) Such other documents, agreements and instruments as the Administrative Agent, the Collateral Agent, the Issuing Bank and/or any Lender may reasonably request. Promptly (and in any event within 30 days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Closing Date or delivering an Accession Agreement pursuant to this Section, as the case may be, Borrower shall cause such Subsidiary to comply with the provisions of this Section.