Common use of Requirements to Become a Guarantor Clause in Contracts

Requirements to Become a Guarantor. Within 30 days (or such later date as agreed by the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregate), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through (vii) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Indebtedness”, (y) a Foreign Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 and (z) a Restricted JV Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Restricted JV Subsidiary shall not be required to become a Guarantor under this Section 8.14. In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through (vii) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.

Requirements to Become a Guarantor. Within As soon as available, and in any event within 30 days (or such later date as agreed by the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregateGuarantor), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through (vii) and (xi) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Indebtedness”, ” and (y) a Foreign Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 and (z) a Restricted JV Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Restricted JV Subsidiary shall not be required to become a Guarantor under this Section 8.14Guarantor. In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through (vii) and (xi) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.

Requirements to Become a Guarantor. Within As soon as available, and in any event within 30 days (or such later date as agreed by the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 50,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 100,000,000 in the aggregate), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through (vii) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Indebtedness”, (y) a Foreign Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 and (z) a Restricted JV Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Restricted JV Subsidiary shall not be required to become a Guarantor under this Section 8.14. In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through (vii) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.

Requirements to Become a Guarantor. Within As soon as available, and in any event within 30 days (or such later date as agreed by the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregateGuarantor), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xv) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Indebtedness”, ” and (y) a Foreign Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 and (z) a Restricted JV Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Restricted JV Subsidiary shall not be required to become a Guarantor under this Section 8.14Guarantor. In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xv) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.

Requirements to Become a Guarantor. Within As soon as available, and in any event within 30 days (or such later date as agreed by may be acceptable to the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Recourse Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregate), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xiv) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Non-Recourse Indebtedness”, ” and (y) a Foreign in lieu of causing such Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 Guarantor, by written notice to the Administrative Agent, the Borrower may elect to exclude such Subsidiary and all Assets owned directly or indirectly by such Subsidiary from inclusion as Unencumbered Assets (z) a Restricted JV whereupon no Assets of such Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness any Subsidiary of another Restricted JV such Subsidiary shall not be required to become included in the calculation of Consolidated Total Adjusted Unencumbered Asset Value) (any such Subsidiary, a Guarantor under this Section 8.14“Designated Excluded Subsidiary”). In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xiv) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.

Requirements to Become a Guarantor. Within As soon as available, and in any event within 30 days (or such later date as agreed by the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Recourse Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregate), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xiv) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Non-Recourse Indebtedness”, ” and (y) a Foreign in lieu of causing such Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 Guarantor, by written notice to the Administrative Agent, the Borrower may elect to exclude such Subsidiary and all Assets owned directly or indirectly by such Subsidiary from inclusion as Unencumbered Assets (z) a Restricted JV whereupon no Assets of such Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness any Subsidiary of another Restricted JV such Subsidiary shall not be required to become included in the calculation of Consolidated Total Adjusted Unencumbered Asset Value) (any such Subsidiary, a Guarantor under this Section 8.14“Designated Excluded Subsidiary”). In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xiv) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (Aso long as the Borrower has delivered the notices specified in Section 6.1.(a).(xiv) none of Crest Net Leaseon or prior to the Effective Date, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries the Borrower shall not be required to cause SCA to become Guarantors and (Ba Guarantor under this Section 8.13.(a) upon written notice solely due to SCA being a guarantor or obligor under the Existing Note Purchase Agreements during the period from the Borrower to Effective Date until the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantorseffective date of such notices.

Requirements to Become a Guarantor. Within 30 days (or such later date as agreed by may be acceptable to the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Recourse Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregate), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (vii) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Non-Recourse Indebtedness”, ” and (y) a Foreign in lieu of causing such Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 Guarantor, by written notice to the Administrative Agent, the Borrower may elect to exclude such Subsidiary and all Assets owned directly or indirectly by such Subsidiary from inclusion as Unencumbered Assets (z) a Restricted JV whereupon no Assets of such Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness any Subsidiary of another Restricted JV such Subsidiary shall not be required to become included in the calculation of Consolidated Total Adjusted Unencumbered Asset Value) (any such Subsidiary, a Guarantor under this Section 8.14“Designated Excluded Subsidiary”). In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (vii) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.

Requirements to Become a Guarantor. Within As soon as available, and in any event within 30 days (or such later date as agreed by the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregate)Subsidiary, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xv) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Indebtedness”, ” and (y) a Foreign Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 and (z) a Restricted JV Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Restricted JV Subsidiary shall not be required to become a Guarantor under this Section 8.14Guarantor. In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xv) of Section 6.1(a6.1.(a) and under Section 6.1(f6.1.(e) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and the Lenders, the Borrower may designate up to eight three Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.

Requirements to Become a Guarantor. Within As soon as available, and in any event within 30 days (or such later date as agreed by may be acceptable to the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Recourse Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregate), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xiv) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Non-Recourse Indebtedness”, ” and (y) a Foreign in lieu of causing such Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 Guarantor, by written notice to the Administrative Agent, the Borrower may elect to exclude such Subsidiary and all Assets owned directly or indirectly by such Subsidiary from inclusion as Unencumbered Assets (z) a Restricted JV whereupon no Assets of such Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness any Subsidiary of another Restricted JV such Subsidiary shall not be required to become included in the calculation of Consolidated Total Adjusted Unencumbered Asset Value) (any such Subsidiary, a Guarantor under this Section 8.14“Designated Excluded Subsidiary”). In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iiiiv) through (viiviii) and (xiv) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date. Notwithstanding the foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.