Common use of Requirement to Become Guarantor Clause in Contracts

Requirement to Become Guarantor. Within 15 Business Days (or such longer period of time as may be acceptable to the Administrative Agent, but in any event within 30 calendar days) following the date on which either of the following conditions first applies to any Subsidiary that is not already a Guarantor, 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 such Subsidiary and (ii) the items that would have been delivered under subsections (iv), (vii) through (x), and (xiv) of Section 5.1.(a) if such Subsidiary had been a Guarantor on the 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. Within A Subsidiary shall be required to become a Guarantor within 15 Business Days (or such longer period of time as may be acceptable to the Administrative Agent, but in any event within 30 calendar days) following the date on which either days of the following conditions first applies 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 Subsidiary Indebtedness that is not already Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a GuarantorGuarantee 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 such the Subsidiary and described in clause (i) and, (ii) the items that would have been delivered under subsections (iv), (viiSections 5.1.(a)(iii) through (xvii), and (xii) through (xiv) of Section 5.1.(a) as if such Subsidiary had been a Guarantor on the Agreement Effective 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. Within A Subsidiary shall be required to become a Guarantor within 15 Business Days (or such longer period of time as may be acceptable to the Administrative Agent, but in any event within 30 calendar days) following the date on which either days of the following conditions first applies 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 Subsidiary Indebtedness that is not already Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a GuarantorGuarantee 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 $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 such the Subsidiary and described in clause (i) and, (ii) the items that would have been delivered under subsections (iv), (viiSections 5.1.(a)(viii) through (xxii), and (xivxvii) of Section 5.1.(a) as if such Subsidiary had been a Guarantor on the Agreement Effective 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. Within A Subsidiary shall be required to become a Guarantor within 15 Business Days (or such longer period of time as may be acceptable to the Administrative Agent, but in any event within 30 calendar days) following the date on which either days of the following conditions first applies 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 Subsidiary Indebtedness that is not already Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a GuarantorGuarantee by NNN REIT, LP (“NNNLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of 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 NNNLP in respect of such Guarantee are contingent and (B) Guarantees by 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 such the Subsidiary and described in clause (i) and, (ii) the items that would have been delivered under subsections (iv), (viiSections 5.1.(a)(iii) through (xvii), and (xii) through (xiv) of Section 5.1.(a) as if such Subsidiary had been a Guarantor on the Agreement Effective 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. Within 15 Business Days fifteen (or such longer period 15) days of time as may be acceptable to any Person becoming a Material Subsidiary after the Administrative Agent, but in any event within 30 calendar days) following the date on which either of the following conditions first applies to any Subsidiary that is not already a GuarantorEffective 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 such Material Subsidiary and (ii) the items that would have been delivered under subsections (iv), (viiSections 5.1(a)(iv) through (x), and (xiv) of Section 5.1.(aviii) if such Material Subsidiary had been one on the Effective Date (provided, however, that if the items described in Section 5.1(a)(iv) through (viii) 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 becoming a Guarantor on after the Agreement Effective Date: ), then the Borrower shall only be required to deliver pursuant to this clause (xii) 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 Subsidiary Guaranteestime, shall after the date hereof become a guarantor under any existing or otherwise becomes obligated in respect of, any future Unsecured Indebtedness of the Borrower or any other Subsidiary of the Loan Party, then Borrower (other than an Excluded Subsidiary guaranteeing or otherwise becoming obligated in respect of the Indebtedness of another Excluded Subsidiary) or (y)(A) shall cause such Subsidiary owns an Eligible Property or Other Multifamily Property included to execute and deliver the items described in this Section 7.12(a). At the determination election of Unencumbered Adjusted Net Operating IncomeBorrower, and (B) such Subsidiary, or 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 Borrower that directly, or indirectly through one or more other Subsidiaries Agent each of the Borrower, owns any Equity Interest items described in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness that is not Nonrecourse Indebtednessthis Section 7.12(a).