Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.13 of the Guarantee and Collateral Agreement, # hereby becomes a party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, # hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and # hereby grants to the Administrative Agent, for the benefit of the Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Grantor’s right, title and interest in any and to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be located. The information set forth in [Schedule 1] hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement # that is qualified by materiality is true and correct, and # that is not qualified by materiality, is true and correct in all material respects, in each case, on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such earlier date).

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received # this Agreement, executed and delivered by the Borrower, the Administrative Agent and each Person identified herein as a Lender signatory hereto, and # the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor.

The Collateral Documents set forth in [Schedule 4.1(f)] shall have been duly executed and/or delivered by each Loan Party that is to be a party thereto and shall be in full force and effect. Subject only to recording or filing as applicable, in accordance with paragraph # below, the Mortgages and the other Collateral Documents create a valid and perfected first priority Lien on the Collateral Pool Properties and other Collateral described therein, subject to the Permitted Encumbrances, to the satisfaction of Administrative Agent and its counsel; and

. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder of other Secured Obligations[[Borrower:Organization]] and the L/C Issuers irrevocably authorize the Administrative Agent to,

. Upon the request of the Borrower, the Administrative Agent will,

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder of other Secured Obligations[[Borrower:Organization]] and the L/C Issuers irrevocably authorize the Administrative Agent to,

Guarantee and Collateral Matters. Upon the request of the Borrower, the Administrative Agent will,

Lenders irrevocably authorize Agent, at its option and in its discretion, # to release any Lien granted to or held by Agent under any Collateral Document # when all Obligations have been Paid in Full; # constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or

Notwithstanding anything to the contrary set forth in Article IV, [Sections 7.12 and 7.14]4] or any Loan Document, the requirements of such Sections shall not apply to any assets or new Subsidiary created or acquired after the Closing Date, as applicable, if, in the judgment of

Collateral and Guarantee Requirement. Clauses [(a), (b), (c), (d) and (e)])])])] of the Collateral and Guarantee Requirement shall have been satisfied to the extent applicable as of such date. The Collateral Agent shall have received a counterpart of an agreement, signed on behalf of the Borrower and each Subsidiary Guarantor, reaffirming its obligations and the Liens granted by it under the Guarantee and Security Agreement after giving effect to the Transactions.