Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that constitutes a [[Consolidated Entity:Organization]] during the calendar quarter that was just ended, to # become a Guarantor by executing and delivering to the [[Administrative Agent:Organization]] a Guarantor Joinder Agreement and such other documents as the [[Administrative Agent:Organization]] shall reasonably deem appropriate for such purpose, and # deliver to the [[Administrative Agent:Organization]] documents of the types referred to in [clauses (iii) and (iv) of Section 4.01(a)] and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the [[Administrative Agent:Organization]]; provided, however, that # a [[Consolidated Entity:Organization]] shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such [[Consolidated Entity:Organization]] # owns no Unencumbered Properties which are included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c), and (2)])] either # is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or # is not Wholly-Owned by the ​, or # is directly or indirectly Wholly-Owned by the ​ and does not have a direct or indirect interest in unencumbered real property assets with an aggregate book value of greater than $50,000,000 (provided that the Consolidated Entities which are otherwise exempted from executing a Guarantor Joinder Agreement pursuant to this subclause (a)(III) shall not individually or in the aggregate have asset values at any time in excess of 10% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the [[Administrative Agent:Organization]] using information provided to it by the ​ pursuant to the terms of this Agreement)), # in the event during any calendar quarter during the term of this Agreement, the ​, the ​ or any [[Consolidated Entity:Organization]] creates or acquires a Domestic Subsidiary that has an asset value that exceeds 5% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the [[Administrative Agent:Organization]] using information provided to it by the ​ pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)], the ​ shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to [clauses (i) and (ii) above] within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and # to the extent a [[Consolidated Entity:Organization]] that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause # above no longer satisfies the criteria for exemption set forth therein and is required to be a Guarantor hereunder, such [[Consolidated Entity:Organization]] shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of [clauses (i) and (ii) above]. Notwithstanding the foregoing, the ​ may nominate any [[Consolidated Entity:Organization]] to become a Guarantor of the Facilities, and each such entity’s inclusion as a Guarantor of the Facilities shall be subject to the terms and conditions otherwise set forth in this Section 6.12. Notwithstanding the terms of clause 6.12(a)(ii) above, the [[Administrative Agent:Organization]] shall have the right, in the exercise of its reasonable discretion, to waive the requirement that the ​ provide an opinion of counsel with respect to a [[Consolidated Entity:Organization]] becoming a Guarantor hereunder for any [[Consolidated Entity:Organization]] that has aggregate assets of less than $50,000,000 and that does not represent more than 2% of the total value of all Unencumbered Properties.

Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that constitutes a Consolidated Entity during the calendar quarter that was just ended, to # become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement and such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and # deliver to the Administrative Agent documents of the types referred to in [clauses (iii) and (iv) of Section 4.01(a)] and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that # a Consolidated Entity shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such Consolidated Entity # owns no Unencumbered Properties which are included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.11(b)] or [Section 7.11(d), and (2)])] either # is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or # is not Wholly-Owned by the Parent, or # is directly or indirectly Wholly-Owned by the Parent and does not have a direct or indirect interest in unencumbered real property assets with an aggregate book value of greater than $50,000,000 (provided that the Consolidated Entities which are otherwise exempted from executing a Guarantor Joinder Agreement pursuant to this subclause (A)(III) shall not individually or in the aggregate have asset values at any time in excess of ten percent (10%) of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.11(b)] or [Section 7.11(d)] (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement)), # in the event during any calendar quarter during the term of this Agreement, the Borrower, the Parent or any Consolidated Entity creates or acquires a Domestic Subsidiary that has an asset value that exceeds five percent (5%) of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.11(b)] or [Section 7.11(d)] (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.11(b)] or [Section 7.11(d)], the Borrower shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to [clauses (i) and (ii) above] within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and # to the extent a Consolidated Entity that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause # above no longer satisfies the criteria for exemption set forth therein and is required to be a Guarantor hereunder, such Consolidated Entity shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of [clauses (i) and (ii) above]. Notwithstanding the foregoing, the Borrower may nominate any Consolidated Entity to become a Guarantor of the Facility, and each such entity’s inclusion as a Guarantor of the Facility shall be subject to the terms and conditions otherwise set forth in this [Section 6.12]. Notwithstanding the terms of clause 6.12(a)(ii) above, the Administrative Agent shall have the right, in the exercise of its reasonable discretion, to waive the requirement that the Borrower provide an opinion of counsel with respect to a Consolidated Entity becoming a Guarantor hereunder for any Consolidated Entity that has aggregate assets of less than $50,000,000 and that does not represent more than two percent (2%) of the total value of all Unencumbered Properties.

Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that constitutes a Consolidated Entity during the calendar quarter that was just ended, to # become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement and such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and # deliver to the Administrative Agent documents of the types referred to in [clauses (iii) and (iv) of Section 4.01(a)] and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that # a Consolidated Entity shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such Consolidated Entity # owns no Unencumbered Properties which are included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c), and (2)])] either # is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or # is not Wholly-Owned by the [[Consolidated Parties:Organization]], or # is directly or indirectly Wholly-Owned by the [[Consolidated Parties:Organization]] and does not have a direct or indirect interest in unencumbered real property assets with an aggregate book value of greater than $50,000,000 (provided that the Consolidated Entities which are otherwise exempted from executing a Guarantor Joinder Agreement pursuant to this subclause (a)(III) shall not individually or in the aggregate have asset values at any time in excess of 10% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the Administrative Agent using information provided to it by the [[Consolidated Parties:Organization]] pursuant to the terms of this Agreement)), # in the event during any calendar quarter during the term of this Agreement, the [[Consolidated Parties:Organization]], the [[Consolidated Parties:Organization]] or any Consolidated Entity creates or acquires a Domestic Subsidiary that has an asset value that exceeds 5% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the Administrative Agent using information provided to it by the [[Consolidated Parties:Organization]] pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)], the [[Consolidated Parties:Organization]] shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to [clauses (i) and (ii) above] within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and # to the extent a Consolidated Entity that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause # above no longer satisfies the criteria for exemption set forth therein and is required to be a Guarantor hereunder, such Consolidated Entity shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of [clauses (i) and (ii) above]. Notwithstanding the foregoing, the [[Consolidated Parties:Organization]] may nominate any Consolidated Entity to become a Guarantor of the Facilities, and each such entity’s inclusion as a Guarantor of the Facilities shall be subject to the terms and conditions otherwise set forth in this [Section 6.12]. Notwithstanding the terms of clause 6.12(a)(ii) above, the Administrative Agent shall have the right, in the exercise of its reasonable discretion, to waive the requirement that the [[Consolidated Parties:Organization]] provide an opinion of counsel with respect to a Consolidated Entity becoming a Guarantor hereunder for any Consolidated Entity that has aggregate assets of less than $50,000,000 and that does not represent more than 2% of the total value of all Unencumbered Properties.