Exhibit 10.4


 


Execution Version


 


GUARANTY


 


THIS GUARANTY,
dated as of November 12, 2021 (this “Guaranty”), executed and delivered by each of the undersigned and the other Persons
from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of
the undersigned, together with such other Persons, each a “Guarantor” and collectively, the “Guarantors”)
in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”)
for the Lenders under that certain Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and among ORION OFFICE REIT LP (the “Borrower”),
ORION OFFICE REIT INC. (the “REIT”), the financial institutions party thereto and their assignees under Section 13.5.
thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of
the Lenders, the Specified Derivatives Providers and the Specified Cash Management Banks (the Administrative Agent, the Lenders, the Specified
Derivatives Providers and the Specified Cash Management Banks, each individually a “Guarantied Party” and collectively,
the “Guarantied Parties”).


 


WHEREAS, pursuant
to the Credit Agreement, the Administrative Agent and the other Lenders have agreed to make available to the Borrower certain financial
accommodations on the terms and conditions set forth in the Credit Agreement;


 


WHEREAS, the
Specified Derivatives Providers and Specified Cash Management Banks may from time to time enter into Specified Derivatives Contracts and
Specified Cash Management Agreements, as applicable, with the REIT, the Borrower and/or its Subsidiaries;


 


WHEREAS, each Guarantor
is owned or controlled by the Borrower, or is otherwise an Affiliate of the Borrower;


 


WHEREAS, the
Borrower and the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses
as an integrated operation and have determined it to be in their mutual best interests to obtain financial accommodations from the Guarantied
Parties through their collective efforts;


 


WHEREAS, each
Guarantor acknowledges that it will receive direct and indirect benefits from the Guarantied Parties making such financial accommodations;
and


 


WHEREAS, each
Guarantor’s execution and delivery of this Guaranty is a condition to the Guarantied Parties’ making, and continuing to make,
such financial accommodations.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:


 


Section 1. Guaranty.
Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether
at stated maturity, by acceleration or otherwise, of all Guaranteed Obligations.


 


Section 2.
Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor
for its own account. Accordingly, the Guarantied Parties shall not be obligated or required before enforcing this Guaranty against any
Guarantor: (a) to pursue any right or remedy the Guarantied Parties may have against the Borrower, any other Loan Party or any other
Person or commence any suit or other proceeding against the Borrower, any other Loan Party or any other Person in any court or other
tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Loan Party or any other Person; or (c) to make
demand of the Borrower, any other Loan Party or any other Person or to enforce or seek to enforce or realize upon any collateral security
held by the Guarantied Parties which may secure any of the Guaranteed Obligations .


 






     


     


    

 


Section 3.
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms
of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of
such terms or the rights of the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be
absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and
shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including
without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):


 


(a)               
(i) any change in the amount, interest rate or due date or other term of any of the Guaranteed Obligations, (ii) any change in
the time, place or manner of payment of all or any portion of the Guaranteed Obligations, (iii) any amendment or waiver of, or consent
to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, any Specified Derivatives Contract,
any Specified Cash Management Agreement or any other document, instrument or agreement evidencing or relating to any Guaranteed Obligations
(the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from,
or any other action or inaction under or in respect of, any Guarantied Document or any assignment or transfer of any Guarantied Document
(other than payment and performance in full);


 


(b)               
any lack of validity or enforceability of any Guarantied Document or any assignment or transfer of any Guarantied Document;


 


(c)               
any furnishing to any of the Guarantied Parties of any security for any of the Guaranteed Obligations, or any sale, exchange, release
or surrender of, or realization on, any collateral securing any of the Guaranteed Obligations;


 


(d)               
any settlement or compromise of any of the Guaranteed Obligations, any security therefor, or any liability of any other party with
respect to any of the Guaranteed Obligations, or any subordination of the payment of any of the Guaranteed Obligations to the payment
of any other liability of the Borrower or any other Loan Party;


 


(e)               
any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating
to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver,
or by any court, in any such proceeding;


 


(f)                
any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights,
if any, against any other Loan Party or any other Person to recover payments made under this Guaranty;


 


(g)               
any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the
Guaranteed Obligations;


 


(h)               
any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of
the Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid;


 






     


     


    

 


(i)                
any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;


 


(j)                
any defense, set off, claim or counterclaim (other than payment and performance in full) which may at any time be available to
or be asserted by any Loan Party or any other Person against any Guarantied Party;


 


 (k)                 
any change in the corporate existence, structure or ownership of any Loan Party;




 


(l)                
any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document,
or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or


 


(m)             
any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other
than payment and performance in full).


 


Section 4. Action
with Respect to Guaranteed Obligations. The Guaranteed Parties may, at any time and from time to time, without the consent of, or
notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in
Section 3. and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guaranteed Obligations, including, but not
limited to, extending or shortening the time of payment of any of the Guaranteed Obligations or changing the interest rate that may accrue
on any of the Guaranteed Obligations; (b) amend, modify, alter or supplement any Guarantied Document; (c) sell, exchange, release or otherwise
deal with all, or any part, of any collateral securing any of the Guaranteed Obligations; (d) release any Loan Party or other Person liable
in any manner for the payment or collection of any of the Guaranteed Obligations; (e) exercise, or refrain from exercising, any rights
against any Loan Party or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guaranteed Obligations
in such order as the Guarantied Parties shall elect.


 


Section 5. Representations
and Warranties. Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties all of the representations
and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Guarantied
Documents, as if the same were set forth herein in full.


 


Section 6. Covenants.
Each Guarantor will comply with all covenants with which the Borrower is to cause such Guarantor to comply under the terms of the Credit
Agreement or any of the other Guarantied Documents.


 


Section 7. Waiver.
Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand,
protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to
any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder.


 


Section 8. Inability
to Accelerate. If the Guarantied Parties or any of them are prevented under Applicable Law or otherwise from demanding or accelerating
payment, upon an Event of Default, of any of the Guaranteed Obligations by reason of any automatic stay or otherwise, the Administrative
Agent and/or the other Guarantied Parties shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise
would have been due had such demand or acceleration occurred.


 






     


     


    

 


Section 9.
Reinstatement of Guaranteed Obligations. If claim is ever made on the Administrative Agent or any other Guarantied Party for repayment
or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations, and the Administrative Agent
or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative
body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such other
Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation
hereof or the cancellation of any of the Guarantied Documents and such Guarantor shall be and remain liable to the Administrative Agent
or such other Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid
to the Administrative Agent or such other Guarantied Party.


 


Section 10. Subrogation.
Upon the making by any Guarantor of any payment hereunder for the account of another Loan Party, such Guarantor shall be subrogated to
the rights of the payee against such Loan Party; provided, however, that such Guarantor shall not enforce any right or receive
any payment by way of subrogation or otherwise take any action in respect of any other claim or cause of action such Guarantor may have
against such Loan Party arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until
all of the Guaranteed Obligations (other than contingent obligations not then due) have been paid and performed in full. If any amount
shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims or causes of action, such Guarantor
shall hold such amount in trust for the benefit of the Guarantied Parties and shall forthwith pay such amount to the Administrative Agent
to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit
Agreement or to be held by the Administrative Agent as collateral security for any Guaranteed Obligations existing.


 


Section 11.
Payments Free and Clear. All sums payable by each Guarantor hereunder, whether of principal, interest, fees, expenses, premiums
or otherwise, shall be paid in full, without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes),
except as required by Applicable Law, subject to the provisions of Section 3.10 of the Credit Agreement.


 


Section 12.
Set-off. In addition to any rights now or hereafter granted under any of the other Guarantied Documents or Applicable Law and not
by way of limitation of any such rights, each Guarantor hereby authorizes each Guarantied Party, each Affiliate of a Guarantied Party,
and each Participant, at any time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person,
any such notice being hereby expressly waived, but in the case of a Guarantied Party (other than the Administrative Agent), an Affiliate
of a Guarantied Party (other than the Administrative Agent), or a Participant, subject to receipt of the prior written consent of the
Requisite Lenders exercised in their sole discretion, to set-off and to appropriate and to apply any and all deposits (general or special,
including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) (other than third party
funds) and any other indebtedness at any time held or owing by a Guarantied Party, an Affiliate of a Guarantied Party or such Participant
to or for the credit or the account of such Guarantor against and on account of any of the Guaranteed Obligations, although such obligations
shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any Participant may exercise
rights of setoff or counterclaim and other rights with respect to its participation as fully as if such Participant were a direct creditor
of such Guarantor in the amount of such participation.


 


Section 13. Subordination.
Each Guarantor hereby expressly covenants and agrees for the benefit of the Guarantied Parties that all obligations and liabilities of
any other Loan Party to such Guarantor of whatever description, including without limitation, all intercompany receivables of such Guarantor
from any other Loan Party (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment to all
Guaranteed Obligations. If an Event of Default shall exist, no Guarantor shall accept any direct or indirect payment (in cash, property
or securities, by setoff or otherwise) from or any other Loan Party on account of or in any manner in respect of any Junior Claim until
all of the Guaranteed Obligations (other than contingent obligations not then due) have been paid in full.


 






     


     


    

 


Section 14.
Avoidance Provisions. It is the intent of each Guarantor and the Guarantied Parties that in any Proceeding, such Guarantor’s
maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor
hereunder (or any other obligations of such Guarantor to the Guarantied Parties) to be avoidable or unenforceable against such Guarantor
in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state
fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy
Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder
(or any other obligations of such Guarantor to the Guarantied Parties) shall be determined in any such Proceeding are referred to as the
 “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject
to avoidance under the Avoidance Provisions, the maximum Guaranteed Obligations for which such Guarantor shall be liable hereunder shall
be reduced to that amount which, as of the time any of the Guaranteed Obligations are deemed to have been incurred under the Avoidance
Provisions, would not cause the obligations of any Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties),
to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative
Agent and the other Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder
to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this
Section as against the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.


 


Section 15.
Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the
Loan Parties, and of all other circumstances bearing upon the risk of nonpayment of any of the Guaranteed Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither of the Administrative Agent nor
any other Guarantied Party shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or risks.


 


Section 16. Governing
Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


SECTION 17. WAIVER OF JURY TRIAL.


 


(a)                 EACH GUARANTOR, AND EACH OF THE GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF, ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY
BETWEEN OR AMONG SUCH GUARANTOR AND ANY OF THE GUARANTIED PARTIES WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD
RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE GUARANTORS, AND THE GUARANTIED
PARTIES BY ACCEPTING THE BENEFITS HEREOF, HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE
IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY.


 






     


     


    

 


(b)               
EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND
OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY OTHER GUARANTIED
PARTY, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING
HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER GUARANTIED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION
OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS
SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY ANY GUARANTIED PARTY OR THE ENFORCEMENT BY ANY GUARANTIED PARTY
OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)               
THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE
LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER GUARANTIED
DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS GUARANTY.


 


Section 18. Loan
Accounts. The Administrative Agent and each other Guarantied Party may maintain books and accounts setting forth the amounts of principal,
interest and other sums paid and payable with respect to the Guaranteed Obligations arising under or in connection with the Loan Documents,
and in the case of any dispute relating to any of the outstanding amount, payment or receipt of any of such Guaranteed Obligations or
otherwise, the entries in such books and accounts shall be binding on the Guarantors absent manifest error. The failure of the Administrative
Agent or any other Guarantied Party to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any
of its obligations hereunder.


 


Section 19. Waiver
of Remedies. No delay or failure on the part of the Administrative Agent or any other Guarantied Party in the exercise of any right
or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise
by the Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other or further exercise thereof
or the exercise of any other such right or remedy.


 






     


     


    

 


Section 20. Termination
and Release. This Guaranty shall remain in full force and effect with respect to each Guarantor until termination of the Commitments
and payment in full of the Guaranteed Obligations (other than (A) contingent indemnification obligations, (B) obligations in respect
of Letters of Credit that have been Cash Collateralized or back-stopped and (C) obligations and liabilities under Specified Derivatives
Contract or Specified Cash Management Agreement). At the request and sole expense of the Borrower, if any Guarantor is a Subsidiary,
it shall be released from its obligations hereunder (i) in accordance with Section 8.14 of the Credit Agreement, (ii) if such Person
becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents or (iii) such Person ceases to be a Subsidiary
as a result of a transaction permitted under the Loan Documents.


 


Section 21.
Successors and Assigns. Each reference herein to the Administrative Agent or any other Guarantied Party shall be deemed to include
such Person’s respective successors and assigns (including, but not limited to, any holder of the Guaranteed Obligations) in whose
favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s
successors and assigns, upon whom this Guaranty also shall be binding. The Guarantied Parties may, in accordance with the applicable provisions
of the Guarantied Documents, assign, transfer or sell any Guarantied Obligation, or grant or sell participations in any Guaranteed Obligations,
to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s
obligations hereunder. Each Guarantor hereby consents to the delivery by the Administrative Agent and any other Guarantied Party to any
Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower or any
Guarantor. No Guarantor may assign or transfer its obligations hereunder to any Person without the prior written consent of the Administrative
Agent and any such assignment or other transfer to which all of the Lenders have not so consented shall be null and void.


 


Section 22. JOINT
AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS
THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE “GUARANTEED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF
THE OTHER GUARANTORS HEREUNDER.


 


Section 23. Amendments.
This Guaranty may not be amended except in writing signed by the Administrative Agent and each Guarantor, subject to Section 13.6 of the
Credit Agreement.


 


Section 24. Payments.
All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative
Agent at its Principal Office, not later than 1 p.m. Central time, on the date one Business Day after demand therefor.


 


Section 25. Notices.
All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and
shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any other
Guarantied Party at its address for notices provided for in the Guarantied Documents, as applicable, or (c) as to each such party at such
other address as such party shall designate in a written notice to the other parties. Each such notice, request or other communication
shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of 3 days after the deposit in the United States
Postal Service mail, postage prepaid and addressed to the address of a Guarantor or Guarantied Party at the addresses specified; (ii)
if telecopied, when transmitted; or (iii) if hand delivered or sent by overnight courier, when delivered; provided, however,
that in the case of the immediately preceding clauses (i) through (iii), non-receipt of any communication as the result of any change
of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such
communication.


 






     


     


    

 


Section 26. Severability.
In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 27. Headings.
Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.


 


Section 28.
Limitation of Liability. None of the Administrative Agent, any other Guarantied Party or any of their respective Related Parties
shall have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim
for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in connection with, arising out of,
or in any way related to, this Guaranty, any of the other Guarantied Documents, or any of the transactions contemplated by this Guaranty
or any of the other Guarantied Documents. Each Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent, any
other Guarantied Party or any of their respective Related Parties for punitive damages in respect of any claim in connection with, arising
out of, or in any way related to, this Guaranty, any of the other Guarantied Documents, or any of the transactions contemplated by thereby.


 


Section 29. Electronic
Delivery of Certain Information. Each Guarantor acknowledges and agrees that information regarding the Guarantor may be delivered
electronically pursuant to Section 9.5. of the Credit Agreement.


 


Section 30.
Right of Contribution. The Guarantors (other than REIT) hereby agree as among themselves that, if any Guarantor shall make an Excess
Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s
Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate and subject
in right of payment to the Guaranteed Obligations until such time as the Guaranteed Obligations (other than contingent obligations not
then due) have been paid and performed in full and the Commitments have expired or terminated, and none of the Guarantors shall exercise
any right or remedy under this Section against any other Guarantor until such Guaranteed Obligations (other than contingent obligations
not then due) have been paid and performed in full and the Commitments have expired or terminated. Subject to Section 10 of this Guaranty,
this Section shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have
under Applicable Law against any other Loan Party in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing,
all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall cease to
be a Guarantor in accordance with the applicable provisions of the Loan Documents.


 


Section 31.
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide
such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty
in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty,
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations
of each Qualified ECP Guarantor under this Section shall remain in full force and effect until termination of this Guaranty in accordance
with Section 20 hereof. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute,
a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II)
of the Commodity Exchange Act.


 


Section 32. Definitions. (a) For the purposes of
this Guaranty:


 






     


     


    

 


“Contribution
Share” means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage)
as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all
assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties)
of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the
Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of
any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for
such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment.


 


“Excess
Payment” means the amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations.


 


“Proceeding”
means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy Code;
(ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all
or any substantial part of the property of any Guarantor; (iii) any other proceeding under any Applicable Law, domestic or foreign, relating
to bankruptcy, insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in effect, is
commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order
approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment
for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a view to arranging a composition
or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or acquiescence
in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party (including the Borrower) that has total assets exceeding
$10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap
Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any
regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time
by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Ratable
Share” means, for any Guarantor in respect of any payment of Guaranteed Obligations, the ratio (expressed as a percentage)
as of the date of such payment of Guaranteed Obligations of (i) the amount by which the aggregate present fair salable value of all of
its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present
fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities
(including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder)
of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect
of any payment of Guaranteed Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed
to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became
a Guarantor shall be utilized for such Guarantor in connection with such payment.


 






     


     


    

 


(b)               
As used herein, “Guarantors” shall mean, as the context requires, collectively, (a) the REIT and each Subsidiary
identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins this Guaranty as a Guarantor pursuant
to Section 8.14 of the Credit Agreement, (c) with respect to (i) any Specified Derivatives Obligations between any Loan Party (other
than the Borrower) and any Specified Derivatives Provider, the Borrower and (ii) the payment and performance by each other Loan Party
of its obligations under the Guaranty with respect to all Swap Obligations, the Borrower, and (d) the successors and permitted assigns
of the foregoing.


 


(c)               
Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.


 


[Signatures on Following Page]


 






     


     


    

 


IN WITNESS WHEREOF, each Guarantor has
duly executed and delivered this Guaranty as of the date and year first written above.


 


	 	GUARANTORS:
	 	 
	 	ORION OFFICE REIT INC.
	 	 
	 	By:	/s/ Christie Kelly
	 	 	Name:	Christie Kelly
	 	 	Title:	Chief Financial Officer
	 	 
	 	257 W. GENESEE, LLC 
 ARC ATMTPSC001,
    LLC 
 ARC ESSTLMO001, LLC 
 ARC HRPBPAA001, LLC 
 ARC HRPBPAB002, LLC 
 ARC HRPWARI001, LLC 
 ARC TITUCAZ001, LLC
    
 ARCP GSPLTNY01, LLC
	 	ARCP OFC ANNANDALE NJ, LLC 
 ARCP
    OFC COVINGTON KY, LLC 
 ARCP OFC DUBLIN OH, LLC
 ARCP OFC MALVERN PA, LLC 
 ARCP OFC SCHAUMBURG IL, LLC 
 CLF CHEYENNE
    TULSA, LLC
	 	CLF FARINON SAN ANTONIO LLC
 CLF
    FRESNO BUSINESS TRUST 
 CLF LAKESIDE RICHARDSON LLC
 CLF PULCO ONE LLC
	 	CLF PULCO TWO LLC
	 	CLF RIDLEY PARK BUSINESS TRUST 

    CLF SAWDUST MEMBER, LLC
	 	 
	 	By:	/s/ Christie Kelly 
	 	 	Name:	Christie Kelly
	 	 	Title:	Chief Financial Officer




 


[Signature Page to Guaranty]


 






     


     


    

 


	 	CLF SIERRA, LLC CLF VA PONCE LLC
	 	CLF WESTBROOK MALVERN BUSINESS TRUST
    
 COLE OF BEDFORD MA, LLC
	 	COLE OF DULUTH GA, LLC 
 COLE OF
    GLENVIEW IL, LLC
	 	COLE OF HOPEWELL TOWNSHIP NJ, LLC
    
 COLE OF KENNESAW GA, LLC
	 	COLE OF NASHVILLE TN, LLC 
 COLE
    OF PARSIPPANY NJ, LLC 
 COLE OF URBANA MD, LLC
	 	KDC NORMAN WOODS BUSINESS TRUST

    ORION AMHERST NY LLC
	 	ORION AUGUSTA GA LLC 
 ORION BEDFORD
    TX LLC 
 ORION BERKELEY MO LLC 
 ORION BLAIR NE LLC
	 	ORION BROWNSVILLE TX 1 LLC
 ORION
    BROWNSVILLE TX 2 LLC 
 ORION CALDWELL ID LLC 
 ORION CEDAR FALLS IA LLC 
 ORION CEDAR RAPIDS IA LLC 
 ORION COCOA FL
    LLC
	 	ORION COLUMBUS OH LLC
 ORION DALLAS
    TX LLC
 ORION DEERFIELD IL 1 LLC 
 ORION DEERFIELD IL 2 LLC 
 ORION DEERFIELD IL 3 LLC 
 ORION DEERFIELD IL 4 LLC 

    ORION DEERFIELD IL 5 LLC
 ORION DEERFIELD IL 6 LLC 
 ORION DENVER CO LLC 
 ORION DUBLIN OH LLC 
 ORION EAGLE PASS TX
    1 LLC 
 ORION EAGLE PASS TX 2 LLC 
 ORION EL CENTRO CA LLC 
 ORION FORT WORTH TX LLC
 ORION GRANGEVILLE ID LLC
	 	ORION HARLEYSVILLE PA LLC 
 ORION
    INDIANAPOLIS IN LLC 
 ORION IRVING TX LLC




 


	 	By:	/s/ Christie Kelly 
	 	 	Name:	Christie Kelly
	 	 	Title:	Chief Financial Officer



 


[Signature Page to Guaranty]


 






     


     


    

 


	 	ORION KNOXVILLE TN LLC 
 ORION
    LAWRENCE KS 1 LLC
 ORION LAWRENCE KS 2 LLC
 ORION LINCOLN NE LLC
 ORION LONGMONT CO LLC
 ORION MALONE NY LLC 
 ORION
    MEMPHIS TN LLC 
 ORION MILWAUKEE WI LLC 
 ORION MINNEAPOLIS MN LLC
 ORION NASHVILLE TN LLC
	 	ORION NEW PORT RICHEY FL LLC
 ORION OFFICE
    REIT SERVICES LLC
 ORION OKLAHOMA CITY OK LLC 
 ORION PARIS TX LLC
	 	ORION PARKERSBURG WV LLC 
 ORION PHOENIX AZ
    LLC 
 ORION PLANO TX LLC
	 	ORION REDDING CA LLC 
 ORION SALEM OR LLC 

    ORION SCHAUMBURG IL LLC 
 ORION SIERRA VISTA AZ LLC 
 ORION SIOUX CITY IA LLC 
 ORION ST CHARLES MO LLC 
 ORION STERLING
    VA LLC 
 ORION TRS INC.
	 	ORION TULSA OK LLC
 ORION UNIONTOWN OH LLC
	 	REALTY INCOME BUFFALO GROVE DEERFIELD, LLC 

    REALTY INCOME EAST SYRACUSE FAIR LAKES, LLC 
 REALTY INCOME EAST WINDSOR SCIPARK, LLC
 REALTY INCOME PROVIDENCE LASALLE SQUARE,
    LLC




 


	 	By:	/s/ Christie Kelly 
	 	 	Name:	Christie Kelly
	 	 	Title:	Chief Financial Officer


 


	 	Address for Notices for all Guarantors:
    



c/o ORION OFFICE REIT LP
	 	2325 E. Camelback Road, Suite 850
	 	Phoenix, AZ 85016
	 	Attn: General Counsel, Real Estate
    

Email: RELegal@onlreit.com




 


[Signature Page to Guaranty]


 






     


     


    

 


	 	BORROWER:
	 	 
	 	ORION OFFICE REIT LP
	 	 	 
	 	By:	/s/ Christie Kelly 
	 	 	Name: Christie Kelly
	 	 	Title: Chief Financial Officer


 


[Signature Page to Guaranty]


 






     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	WELLS FARGO BANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Dale Northup
	 	 	Name: 	Dale Northup
	   	 	Title: 	Managing Director


 


[Signature Page to Guaranty]




 






     


     


    

 


ANNEX I


 


FORM OF ACCESSION AGREEMENT


 


THIS ACCESSION AGREEMENT
dated as of             ,          ,
executed and delivered by                                    ,
a           (the “New Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement, dated as
of November 12, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among ORION OFFICE REIT LP (the “Borrower”), ORION OFFICE REIT INC. (the “REIT”),
the financial institutions party thereto and their assignees under Section 13.5. thereof (the “Lenders”), the Administrative
Agent, and the other parties thereto, for its benefit and the benefit of the other Guarantied Parties.


 


WHEREAS, pursuant
to the Credit Agreement, the Administrative Agent and the other Lenders have agreed to make available to the Borrower certain financial
accommodations on the terms and conditions set forth in the Credit Agreement;


 


WHEREAS, the
Specified Derivatives Providers and Specified Cash Management Banks, may from time to time enter into Specified Derivatives Contracts
and Specified Cash Management Agreements, as applicable, with the REIT, the Borrower and/or its Subsidiaries;


 


WHEREAS, the
New Guarantor is owned or controlled by the Borrower, or is otherwise an Affiliate of the Borrower;


 


WHEREAS, the
Borrower, the New Guarantor and the other Guarantors, though separate legal entities, are mutually dependent on each other in the conduct
of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financial
accommodations from the Guarantied Parties through their collective efforts;


 


WHEREAS, the
New Guarantor acknowledges that it will receive direct and indirect benefits from the Guarantied Parties making such financial accommodations
available ; and


 


WHEREAS, the
New Guarantor’s execution and delivery of this Agreement is a condition to the Guarantied Parties continuing to make such financial
accommodations.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees
as follows:


 


Section 1.
Accession to Guaranty. The New Guarantor hereby agrees that it is a “Guarantor” under the Guaranty, dated as of November
12, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”),
made by the Guarantors party thereto in favor of the Administrative Agent, for its benefit and the benefit of the other Guarantied Parties,
and assumes all obligations of a “Guarantor” thereunder, all as if the New Guarantor had been an original signatory to the
Guaranty. Without limiting the generality of the foregoing, the New Guarantor hereby:


 


(a)               
irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by
acceleration or otherwise, of all Guaranteed Obligations;


 






     


     


    

 


(b)               
makes to the Administrative Agent and the other Guarantied Parties as of the date hereof each of the representations and warranties
contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and


 


 (c)                consents and agrees to each provision set forth in the Guaranty.




 


SECTION 2. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 3. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement.


 


[Signatures on Following Page]


 






     


     


    

 


IN WITNESS WHEREOF, the New Guarantor has
caused this Accession Agreement to be duly executed and delivered under seal by its duly authorized officers as of the date first written
above.


 





	 	[NEW GUARANTOR]
	 	 
	 	By:	 
	 	 	Name:	                          
	 	 	Title:	 
	 	 
	 	Address for Notices:
	 	 
	 	c/o ORION OFFICE REIT LP
	 	2325 E. Camelback Road, Suite 850
	 	Phoenix, AZ 85016
	 	Attn: General Counsel, Real Estate 

Email: RELegal@onlreit.com


 


	Accepted:	 
	 	 
	WELLS FARGO BANK, NATIONAL	 
	ASSOCIATION, as Administrative Agent	 




 


	By:	         	 
	 	Name:	          	 
	 	Title: