Common use of Release of Subsidiary Guarantors Clause in Contracts

Release of Subsidiary Guarantors. (a) In the event that all Unencumbered Assets owned by a Subsidiary Guarantor shall have been removed as Unencumbered Assets in accordance with the terms of this Agreement, then, upon the request of Borrower, such Subsidiary Guarantor shall be released by Agent from liability under the Loan Documents pursuant to a Subsidiary Guarantor Release substantially in the form of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless (i) such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Rating, and provided that no Default or Event of Default exists, Agent shall promptly release any Subsidiary Guarantor from the Guaranty upon receipt by Agent of a certificate from an officer of Borrower certifying that such Subsidiary Guarantor (x) has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness), (y) does not own any Unencumbered Asset included (or other asset the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any such Subsidiary Guarantor (the conditions described in the foregoing clauses (x), (y) and (z) being hereinafter referred to as the “Subsidiary Guarantor Release Conditions”). In the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 of this Agreement to execute and deliver the documents required in said §5.

Release of Subsidiary Guarantors. Upon the sale or disposition (aby merger or otherwise) In the event that all Unencumbered Assets owned by of a Subsidiary Guarantor shall have been removed as Unencumbered Assets (or of all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in accordance compliance with the terms of this AgreementIndenture, then, upon including but not limited to the request provisions of BorrowerSection 13.2 hereof or pursuant to Article 8 hereof, such Subsidiary Guarantor shall will be deemed released by Agent from liability its Subsidiary Guarantee and all related obligations under this Indenture; provided, however, that any such termination will occur only to the Loan Documents pursuant to a extent that all obligations of such Subsidiary Guarantor Release substantially in the form under all of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless (i) such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Ratingits Guarantees of, and provided that no Default under all of its pledges of assets or Event other security interests which secure, other Indebtedness of Default exists, Agent shall promptly the Company or any other Restricted Subsidiary will also terminate upon such sale or other disposition. The Trustee will deliver an appropriate instrument evidencing such release any Subsidiary Guarantor from the Guaranty upon receipt by Agent of a certificate from Company Request accompanied by an officer Officers' Certificate and an Opinion of Borrower Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Each Subsidiary Guarantor (x) has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (or simultaneously designated as an Unrestricted Subsidiary in accordance with the release hereunder provisions of this Indenture will be released from liability with respect to its Subsidiary Guarantee and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee will deliver an appropriate instrument evidencing such Indebtedness), (y) does not own any Unencumbered Asset included (or other asset release upon its receipt of the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any Board Resolution designating such Subsidiary Guarantor (the conditions described in the foregoing clauses (x)as an Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (y) and (z) being hereinafter referred to as the “each Subsidiary Guarantor Release Conditions”). In will be deemed released from its respective Subsidiary Guarantee and all related obligations under this Indenture in the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), all obligations of such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 the guarantee which resulted in the creation of such Subsidiary Guarantee will also terminate, except a termination, discharge or release of such guarantee by or as a result of, payment under such guarantee. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officer's Certificate and Opinion of Counsel certifying that all such obligations of such Subsidiary Guarantee have terminated. Any Subsidiary Guarantor not released in accordance with this Agreement to execute Section 13.3 will remain liable for the full amount of principal of (and deliver premium, if any, on) and interest on the documents required Notes as provided in said §5this Article 13.

Release of Subsidiary Guarantors. Within five (a5) In Business Days following the event that written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lenders, shall release all Unencumbered Assets owned by a Subsidiary Guarantor shall have been removed as Unencumbered Assets in accordance with the terms of Guarantors from their respective obligations under this Agreement, then, upon the request of Borrower, such Subsidiary Guarantor shall be released by Agent from liability under the Agreement and each other Loan Documents pursuant to a Subsidiary Guarantor Release substantially in the form of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Rating, request and provided that no Default or Event of Default exists, will exist immediately following such release; (ii) the Borrower or the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to the Administrative Agent shall promptly release any a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from the Guaranty upon receipt by Agent of a certificate from an officer of Borrower certifying that such Subsidiary Guarantor (x) its obligationobligations under any Senior Financing Transaction or has not created, incurred, acquired, assumed, suffered to exist then provided (and is not otherwise liable (whether as then required by the terms of such Senior Financing Transaction to provide) a borrower, co-borrower, guarantor or otherwise) guaranty with respect to any Indebtedness that Senior Financing Transaction to which the Parent Guarantorany Loan Party is Recourse Indebtedness a party or Unsecured Indebtedness to which it is simultaneously (or simultaneously substantially simultaneously) entering into; provided, however, that in the event the Parent Guarantor is not able to make such statement with the release hereunder will respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor shall not be released from liability its obligations under this Agreement and each other Loan Document until the Parent Guarantor makes such statement with respect to such IndebtednessSubsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (collectively, clauses (i), (y) does not own any Unencumbered Asset included (or other asset the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any such Subsidiary Guarantor (the conditions described in the foregoing clauses (x), (yii) and (ziii) being hereinafter referred to as the shall be considered a “Subsidiary Guarantor Release ConditionsEvent”). In the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become addition, following a Release Event, a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), such Released Subsidiary no longer satisfies of the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in respect of any of the Obligations under a Senior Financing Transaction, in which case such Subsidiary shall become a Guarantor under §5.6 of this Agreement to execute and deliver the documents required in said §5accordance with Section 5.01(j)(v).

Release of Subsidiary Guarantors. Upon the sale or disposition (aby merger or otherwise) In the event that all Unencumbered Assets owned by of a Subsidiary Guarantor shall have been removed as Unencumbered Assets (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in accordance compliance with the terms of this AgreementIndenture, then, upon including but not limited to the request provisions of BorrowerSection 13.2 hereof or pursuant to Article 8 ------------ --------- hereof, such Subsidiary Guarantor shall will be deemed released by Agent from liability its Subsidiary Guarantee and all related obligations under this Indenture; provided, however, that any such termination will occur only to the Loan Documents pursuant to a extent that all obligations of such Subsidiary Guarantor Release substantially in the form under all of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless (i) such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Ratingits Guarantees of, and provided that no Default under all of its pledges of assets or Event other security interests which secure, other Indebtedness of Default exists, Agent shall promptly the Company or any other Restricted Subsidiary will also terminate upon such sale or other disposition. The Trustee will deliver an appropriate instrument evidencing such release any Subsidiary Guarantor from the Guaranty upon receipt by Agent of a certificate from Company Request accompanied by an officer Officers' Certificate and an Opinion of Borrower Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Each Subsidiary Guarantor (x) has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (or simultaneously designated as an Unrestricted Subsidiary in accordance with the release hereunder provisions of this Indenture will be released from liability with respect to its Subsidiary Guarantee and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee will deliver an appropriate instrument evidencing such Indebtedness), (y) does not own any Unencumbered Asset included (or other asset release upon its receipt of the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any Board Resolution designating such Subsidiary Guarantor (the conditions described in the foregoing clauses (x)as an Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (y) and (z) being hereinafter referred to as the “each Subsidiary Guarantor Release Conditions”). In will be deemed released from its respective Subsidiary Guarantee and all related obligations under this Indenture in the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), all obligations of such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 the guarantee which resulted in the creation of such Subsidiary Guarantee will also terminate, except a termination, discharge or release of such guarantee by or as a result of, payment under such guarantee. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officer's Certificate and Opinion of Counsel certifying that all such obligations of such Subsidiary Guarantee have terminated. Any Subsidiary Guarantor not released in accordance with this Agreement to execute Section 13.3 ------------ will remain liable for the full amount of principal of (and deliver premium, if any, on) and interest on the documents required Securities as provided in said §5.this Article 13. ----------

Release of Subsidiary Guarantors. Upon the sale or disposition (aby merger or otherwise) In the event that all Unencumbered Assets owned by of a Subsidiary Guarantor shall have been removed as Unencumbered Assets (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in accordance compliance with the terms of this AgreementIndenture, then, upon including but not limited to the request provisions of BorrowerSection 13.2 hereof or pursuant to Article VIII hereof, such Subsidiary Guarantor shall be deemed released by Agent from liability its Subsidiary Guarantee and all related obligations under this Indenture; PROVIDED, HOWEVER, that any such termination shall occur only to the Loan Documents pursuant to a extent that all obligations of such Subsidiary Guarantor Release substantially in the form under all of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless (i) such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Ratingits Guarantees of, and provided that no Default under all of its pledges of assets or Event other security interests which secure, other Indebtedness of Default exists, Agent the Company or any other Restricted Subsidiary shall promptly also terminate upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release any Subsidiary Guarantor from the Guaranty upon receipt by Agent of a certificate from Company Request accompanied by an officer Officers' Certificate and an Opinion of Borrower Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Each Subsidiary Guarantor (x) has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (or simultaneously designated as an Unrestricted Subsidiary in accordance with the release hereunder will provisions of this Indenture shall be released from liability with respect to its Subsidiary Guarantee and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such Indebtedness), (y) does not own any Unencumbered Asset included (or other asset release upon its receipt of the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any Board Resolution designating such Subsidiary Guarantor (the conditions described in the foregoing clauses (x)as an Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (y) and (z) being hereinafter referred to as the “each Subsidiary Guarantor Release Conditions”). In shall be deemed released from its respective Subsidiary Guarantee and all related obligations under this Indenture in the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), all obligations of such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 the guarantee which resulted in the creation of such Subsidiary Guarantee shall also terminate, except a termination, discharge or release of such guarantee by or as a result of, payment under such guarantee. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officer's Certificate and Opinion of Counsel certifying that all such obligations of such Subsidiary Guarantee have terminated. Any Subsidiary Guarantor not released in accordance with this Agreement to execute Section 13.3 shall remain liable for the full amount of principal of (and deliver premium, if any, on) and interest on the documents required Securities as provided in said §5this Article XIII.

Release of Subsidiary Guarantors. (a) In Within five (5) Business Days following the event that written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lender Parties, shall release all Unencumbered Assets owned by a Subsidiary Guarantor shall have been removed as Unencumbered Assets in accordance with the terms of Guarantors from their respective obligations under this Agreement, then, upon the request of Borrower, such Subsidiary Guarantor shall be released by Agent from liability under the Agreement and each other Loan Documents pursuant to a Subsidiary Guarantor Release substantially in the form of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Rating, request and provided that no Default or Event of Default exists, will exist immediately following such release; (ii) the Borrower or the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to the Administrative Agent shall promptly release any a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from the Guaranty upon receipt by Agent of a certificate from an officer of Borrower certifying that such Subsidiary Guarantor (x) its obligations under any Senior Financing Transaction or has not created, incurred, acquired, assumed, suffered to exist then provided (and is not otherwise liable (whether as then required by the terms of such Senior Financing Transaction to provide) a borrower, co-borrower, guarantor or otherwise) guaranty with respect to any Indebtedness that Senior Financing Transaction to which any Loan Party is Recourse Indebtedness a party or Unsecured Indebtedness to which it is simultaneously (or simultaneously substantially simultaneously) entering into; provided, however, that in the event the Parent Guarantor is not able to make such statement with the release hereunder will respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor shall not be released from liability its obligations under this Agreement and each other Loan Document until the Parent Guarantor makes such statement with respect to such IndebtednessSubsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (collectively, clauses (i), (y) does not own any Unencumbered Asset included (or other asset the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any such Subsidiary Guarantor (the conditions described in the foregoing clauses (x), (yii) and (ziii) being hereinafter referred to as the shall be considered a “Subsidiary Guarantor Release ConditionsEvent”). In addition, following a Release Event, a Subsidiary of the event that Parent Guarantor shall not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in respect of a Senior Financing Transaction, in which case such Subsidiary shall become a Guarantor in accordance with Section 5.01(j)(v). (b) In addition to the foregoing, at any time after prior to the Subsidiary Guarantors have been released from date on which the Guaranty Borrower or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to shall have received and then have in effect an Investment Grade Rating, Borrower shall within ten five (105) Business Days after the written request of the Parent Guarantor (each, an “Early Release Request”), including but not limited to, in connection with the sale or financing of any applicable Unencumbered Asset then being designated as a non-Unencumbered Asset as permitted hereunder or the designation or redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary as permitted hereunder, the Administrative Agent, on behalf of the Lender Parties, shall release the Subsidiary Guarantors designated in such later request from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) immediately following such release the Borrower and the Parent Guarantor shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such release; and (iii) the Parent Guarantor shall have delivered to the Administrative Agent (A) a certificate confirming compliance with (i) and (ii) above and (B) an updated Schedule II listing each Unencumbered Asset as of the date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 of this Agreement to execute and deliver the documents required in said §5is removed as a Guarantor hereunder.

Release of Subsidiary Guarantors. Upon the sale or disposition (aby merger or otherwise) In the event that all Unencumbered Assets owned by of a Subsidiary Guarantor shall have been removed as Unencumbered Assets (or all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in accordance compliance with the terms of this AgreementIndenture, then, upon including but not limited to the request provisions of BorrowerSection 10.02 hereof or pursuant to Article 5 hereof, such Subsidiary Guarantor shall be deemed released by Agent from liability its Subsidiary Guarantee and all related obligations under this Indenture; provided that any such release shall occur only to the Loan Documents pursuant to a extent that all obligations of such Subsidiary Guarantor Release substantially under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, other Indebtedness of the Company or any other Restricted Subsidiary shall also be released upon such sale or other disposition. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate and an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. In addition, in the form of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at event that any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless (i) such Subsidiary createsceases to guarantee payment of, incurs, acquires, assumes, suffers or in any other manner to exist or otherwise is or becomes remain liable (whether as a borrower, co-borrower, guarantor directly or otherwiseindirectly) with respect to to, any and all other Indebtedness that is Recourse of the Company or any other Restricted Subsidiary of the Company, including, without limitation, Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Ratingunder the Bank Credit Agreement, and provided that no Default or Event of Default exists, Agent shall promptly release any such Subsidiary Guarantor shall also be released from its Subsidiary Guarantee and the Guaranty related obligations under this Indenture for so long as it remains not liable with respect to all such other Indebtedness. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt by Agent of a certificate from Company Request accompanied by an officer Officers’ Certificate and an Opinion of Borrower Counsel certifying that such Subsidiary Guarantor (x) has not created, incurred, acquired, assumed, suffered ceased to exist and is not guarantee or otherwise be liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (or simultaneously with the release hereunder will be released from liability with respect to such Indebtednessother Indebtedness of the Company and the other Restricted Subsidiaries. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the provisions of this Indenture shall be released from its Subsidiary Guarantee and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon its receipt of the Board Resolution designating such Unrestricted Subsidiary. Any Subsidiary Guarantor not released in accordance with this Section 10.03 shall remain liable for the full amount of principal of (and premium (including the Applicable Premium), (y) does not own any Unencumbered Asset included (or other asset the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOIif any, and (z) does not own, directly or indirectly, any Equity Interests in any such Subsidiary Guarantor (the conditions described in the foregoing clauses (x), (yon) and (z) being hereinafter referred to interest on the Notes as the “Subsidiary Guarantor Release Conditions”). In the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to provided in this Section (a “Released Subsidiary”), such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (Article 10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 of this Agreement to execute and deliver the documents required in said §5.

Release of Subsidiary Guarantors. (a) In the event that all Unencumbered Assets owned by a A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty and the Security Agreement upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have been removed as Unencumbered Assets in accordance with consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this AgreementSection, thenthe Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, upon the at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of Borrower, such Subsidiary Guarantor documents pursuant to this Section shall be released without recourse to or warranty by Agent from liability under the Loan Documents pursuant to a Subsidiary Guarantor Release substantially in the form of Exhibit J heretoAdministrative Agent. (b) Notwithstanding anything herein If the Minimum Guarantee and Pledge Requirement is then satisfied and the Borrower certifies to the contrary, at any time Administrative Agent that Parent Guarantor such Minimum Guarantee and Pledge Requirement shall continue to be satisfied upon the release of one or Borrower achieves an Investment Grade Rating, more specifically identified Subsidiary Guarantors that is no longer a Material Subsidiary from the Subsidiary Guaranty and the Security Agreement (which certification (including the calculation of Borrower the Minimum Guarantee and Pledge Requirement therein) shall be required in form and substance reasonably satisfactory to become a the Administrative Agent), then upon the request of the Borrower, each such Subsidiary Guarantor unless (i) such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Rating, no longer a Material Subsidiary shall promptly be released from its obligations under the Subsidiary Guaranty and provided that no Default or Event of Default exists, the Security Agreement and the Administrative Agent shall promptly take all reasonably necessary actions requested by the Borrower, all at the sole cost and expense of the Borrower, to effectuate the release any of each such Subsidiary Guarantor from the Subsidiary Guaranty upon receipt by Agent and the Security Agreement. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than Banking Services Obligations, Swap Obligations and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of a certificate from an officer Credit shall be outstanding, the Subsidiary Guaranty and the Security Agreement and all obligations (other than those expressly stated to survive such termination) of Borrower certifying that such each Subsidiary Guarantor (x) has not createdthereunder shall automatically terminate, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor all without delivery of any instrument or otherwise) with respect to performance of any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness), (y) does not own act by any Unencumbered Asset included (or other asset the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any such Subsidiary Guarantor (the conditions described in the foregoing clauses (x), (y) and (z) being hereinafter referred to as the “Subsidiary Guarantor Release Conditions”). In the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 of this Agreement to execute and deliver the documents required in said §5Person.

Release of Subsidiary Guarantors. (a) In Within five (5) Business Days following the event that written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lenders, shall release all Unencumbered Assets owned by a Subsidiary Guarantor shall have been removed as Unencumbered Assets in accordance with the terms of Guarantors from their respective obligations under this Agreement, then, upon the request of Borrower, such Subsidiary Guarantor shall be released by Agent from liability under the Agreement and each other Loan Documents pursuant to a Subsidiary Guarantor Release substantially in the form of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Rating, request and provided that no Default or Event of Default exists, will exist immediately following such release; (ii) the Borrower or the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to the Administrative Agent shall promptly release any a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligations under any Senior Financing Transaction or has not then provided (and is not then required by the Guaranty upon receipt by Agent terms of such Senior Financing Transaction to provide) a certificate from an officer of Borrower certifying guaranty with respect to any Senior Financing Transaction to which any Loan Party is a party or to which it is simultaneously (or substantially simultaneously) entering into; provided, however, that in the event the Parent Guarantor is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor shall not be released from its obligations under this Agreement and each other Loan Document until the Parent Guarantor makes such statement with respect to such Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (xcollectively, clauses (i), (ii) has and (iii) shall be considered a “Release Event”). In addition, following a Release Event, a Subsidiary of the Parent Guarantor shall not createdbe required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in respect of a Senior Financing Transaction, incurredin which case such Subsidiary shall become a Guarantor in accordance with Section 5.01(j)(v). (b) In addition to the foregoing, acquiredat any time prior to the date on which the Borrower or the Parent Guarantor shall have received and then have in effect an Investment Grade Rating, assumedwithin five (5) Business Days after the written request of the Parent Guarantor (each, suffered an “Early Release Request”), including but not limited to, in connection with the sale or financing of any applicable Unencumbered Asset then being designated as a non-Unencumbered Asset as permitted hereunder or the designation or redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary as permitted hereunder, the Administrative Agent, on behalf of the Lenders, shall release the Subsidiary Guarantors designated in such request from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) immediately following such release the Borrower and the Parent Guarantor shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to exist such release; and (iii) the Parent Guarantor shall have delivered to the Administrative Agent (A) a certificate confirming compliance with (i) and (ii) above and (B) an updated Schedule II listing each Unencumbered Asset as of the date such Subsidiary Guarantor is removed as a Guarantor hereunder. (c) At the written request of the Parent, the Administrative Agent, on behalf of the Lender Parties, shall be authorized to (i) release the Parent from its payment obligations with respect to the Guaranty or (ii) cap the amount of such obligations in a manner satisfactory to the Administrative Agent (any of the actions described in clauses (i) and (ii), a “Subject Action”), so long as (A)(1) in the case of a release, the Parent is either then being released from its Obligations as an obligor under each Senior Financing Transaction or is not then an obligor (and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwisethen required by the terms of any Senior Financing Transaction to become an obligor) with respect to any Indebtedness that Senior Financing Transaction or (2) in the case of a liability cap, the Obligations of the Parent under each Senior Financing Transaction are subject to a parallel liability cap satisfactory to the Administrative Agent, (B) there is Recourse Indebtedness no monetary Event of Default existing under this Agreement at the time of such request and no Default or Unsecured Indebtedness Event of Default will exist immediately following such Subject Action; (or simultaneously C) immediately following such Subject Action the Borrower and the Parent shall be in compliance with the release hereunder will be released from liability with respect covenants in Section 5.04, on a pro forma basis immediately after giving effect to such IndebtednessSubject Action; (D) the Parent shall have delivered to the Administrative Agent a certificate confirming compliance with clauses (B) and (C) above and (E) during the period commencing on the date on which any Subject Action occurs and ending the date (if any) on which the Parent is reinstated as a Guarantor or the liability cap is lifted, as applicable, in accordance with Section 9.14(d) below (such period being the “Subject Period”), the provisions of Section 9.14(e) below shall apply. For the avoidance of doubt, (i) no Subject Action shall release the Parent from any of its Obligations other than its payment Obligations as a Guarantor (and it is the intent of the parties that the Parent shall continue to be bound by all other covenants, representations and other provisions hereof applicable to it notwithstanding the occurrence of any such Subject Action) and only, in the case of a liability cap, to the extent of such cap (provided, however, that such covenants, representations and other provisions shall be deemed to be revised, mutatis mutandis, to the extent necessary to reflect that the Parent is a Loan Party but not a Guarantor) and (ii) the covenants in Section 5.04 shall continue to be calculated based on the Consolidated Group. (d) Notwithstanding the foregoing, if at any time following a Subject Action (w) the Parent becomes an obligor in respect of a Senior Financing Transaction, (x) the Parent is no longer subject to a parallel liability cap under any Senior Financing Transaction, (y) does the Internal Revenue Service issues guidance clarifying that parent guaranties do not own preclude the allocation of related debt in satisfaction of “negative basis” issues or (z) the Parent breaches any Unencumbered provision of Section 9.14(e) below, then, as applicable, the Parent shall be reinstated as a Guarantor hereunder or the liability cap on the Parent’s payment obligations under the Guaranty shall be lifted so that the Obligations of the Parent under the Loan Documents shall be pari passu with the Obligations of the Parent under each Senior Financing Transaction, and the Parent shall execute and deliver such confirmations and ratifications of the Guaranty as the Administrative Agent shall request within five (5) Business Days after such request. (e) Without limiting the provisions of Section 5.02(n), at all times during the Subject Period, (i) the Parent shall not directly hold cash in excess of a de minimis amount, other than on a temporary or pass-through basis held for not more than one Business Day in accordance with Sections 5.02(n)(iii)(A) and (B), (ii) the Parent’s direct ownership in the Borrower shall at all times account for at least 95% of Total Asset included Value; provided, however, that the Parent may hold assets directly on a temporary or pass-through basis for not more than one Business Day in accordance with Sections 5.02(n)(iii)(A) and (or other asset B), and (iii) the Parent shall not incur any direct liabilities in excess of the value of which is included) in its assets that are not held by the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, Borrower and (z) does not own, directly or indirectly, any Equity Interests in any such Subsidiary Guarantor (the conditions described in the foregoing clauses (x), (y) and (z) being hereinafter referred to as the “Subsidiary Guarantor Release Conditions”). In the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 of this Agreement to execute and deliver the documents required in said §5.its Subsidiaries

Release of Subsidiary Guarantors. (a) In The Borrower may request in writing that the event that all Unencumbered Assets owned by Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor shall have been removed as Unencumbered Assets in accordance with from the terms of this Agreement, then, upon the request of Borrower, such Subsidiary Guarantor shall be released by Agent from liability under the Loan Documents pursuant to a Subsidiary Guarantor Release substantially in the form of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless Guaranty so long as: (i) such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Rating, and provided that no Default or Event of Default exists, Agent shall promptly then be in existence or would occur as a result of such release or the removal of any Subsidiary Guarantor from the Guaranty upon receipt Unencumbered Pool Asset held by Agent of a certificate from an officer of Borrower certifying that such Subsidiary Guarantor referred to in clause (xiii)(B) below; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release together with an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially all of the assets of such Subsidiary Guarantor have been or simultaneously with such release hereunder will be released from liability disposed of in compliance with respect the terms of this Agreement to such Indebtedness), (y) does not own a Person other than REIT or any Unencumbered Asset included (of its Subsidiaries or other asset the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOIAffiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (zB) such Subsidiary Guarantor does not own, directly or indirectly, any Equity Interests Real Estate that will remain included as an Unencumbered Pool Asset after giving effect to such release and any removal of any Unencumbered Pool Asset effected in any connection therewith, all such assets having been (or concurrently being) removed as Unencumbered Pool Assets in accordance with the terms of this Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving effect to such requested release, be an obligor or guarantor of any other Unsecured Indebtedness of the conditions REIT, Borrower or any of their respective Subsidiaries of the type described in clause (d) of the foregoing definition of Material Subsidiary which would require it to be a Guarantor and (ii) would not be required to be a Guarantor pursuant to clauses (xb) or (c) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the provisions of this §5.3(a) shall not apply to REIT. (b) Notwithstanding the terms of §5.2 and §5.3(a), from and after any date that Agent first receives written notice from Borrower that REIT has first obtained an Investment Grade Rating from at least one (y1) Rating Agency, then (i) subject to the terms of this §5.3(b), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner or lessee of an Unencumbered Pool Asset) shall no longer be required to be Guarantors under the Credit Agreement, and (zii) being hereinafter referred Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to as release any Material Subsidiary from the “Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary Guarantor Release Conditions”)shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the meaning of clause (d) of the definition thereof. In the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”)REIT obtains an Investment Grade Rating, such Released Subsidiary REIT shall no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower and REIT shall within ten thirty (1030) Business Days (or such later date as agreed by Agent) days after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement (and/or a Separate Guaranty for any such Released Material Subsidiary that is an Approved Foreign Entity if required pursuant to §5.2) and shall further cause to be satisfied within such thirty (30) day period all of the provisions of §5.2 that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.3(b) entitle REIT to be released from the Guaranty. For the avoidance of doubt, if at any time during which the REIT has an Investment Grade Rating (whether from one (1) or more of the Rating Agencies) the provisions of clause (d) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Subsidiary Guarantor under by executing a Joinder Agreement and comply with the provisions of §5.6 5.2 as a condition to such Subsidiary's becoming an obligor or guarantor of this Agreement to execute and deliver the documents required in said §5such other Unsecured Indebtedness regardless of REIT having obtained such Investment Grade Rating.

Release of Subsidiary Guarantors. (a) In Within five (5) Business Days following the event that written request by the Parent Guarantor, the Administrative Agent, on behalf of the Lenders, shall release all Unencumbered Assets owned by a Subsidiary Guarantor shall have been removed as Unencumbered Assets in accordance with the terms of Guarantors from their respective obligations under this Agreement, then, upon the request of Borrower, such Subsidiary Guarantor shall be released by Agent from liability under the Agreement and each other Loan Documents pursuant to a Subsidiary Guarantor Release substantially in the form of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Rating, request and provided that no Default or Event of Default exists, will exist immediately following such release; (ii) the Parent Guarantor shall have received and have in effect at such time an Investment Grade Rating; and (iii) a Responsible Officer of the Parent Guarantor shall have delivered to the Administrative Agent shall promptly release any a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from the Guaranty upon receipt by Agent of a certificate from an officer of Borrower certifying that such Subsidiary Guarantor (x) its obligation under any Senior Financing Transaction or has not created, incurred, acquired, assumed, suffered to exist then provided (and is not otherwise liable (whether as then required by the terms of such Senior Financing Transaction to provide) a borrower, co-borrower, guarantor or otherwise) guaranty with respect to any Indebtedness that Senior Financing Transaction to which the Parent Guarantor is Recourse Indebtedness a party or Unsecured Indebtedness to which it is simultaneously (or simultaneously substantially simultaneously) entering into; provided, however, that in the event the Parent Guarantor is not able to make such statement with the release hereunder will respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor shall not be released from liability its obligations under this Agreement and each other Loan Document until the Parent Guarantor makes such statement with respect to such IndebtednessSubsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (collectively, clauses (i), (y) does not own any Unencumbered Asset included (or other asset the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any such Subsidiary Guarantor (the conditions described in the foregoing clauses (x), (yii) and (ziii) being hereinafter referred to as the shall be considered a “Subsidiary Guarantor Release ConditionsEvent”). In addition, following a Release Event, a Subsidiary of the event that Parent Guarantor shall not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in respect of any of the Obligations under a Senior Financing Transaction. (b) In addition to the foregoing, at any time after prior to the Subsidiary Guarantors have been released from date on which the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to shall have received and then have in effect an Investment Grade Rating, Borrower shall within ten five (105) Business Days after the written request of the Parent Guarantor (each, an “Early Release Request”), including but not limited to, in connection with the sale or financing of any applicable Unencumbered Asset then being designated as a non-Unencumbered Asset as permitted hereunder, the Administrative Agent, on behalf of the Lenders, shall release the Subsidiary Guarantors designated in such later request from their respective obligations under this Agreement and each other Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (ii) immediately following such release the Borrower and the Parent Guarantor shall be in compliance with the covenants in Section 5.04, on a pro forma basis immediately after giving effect to such release; and (iii) the Parent Guarantor shall have delivered to the Administrative Agent (A) a certificate confirming compliance with (i) and (ii) above and (B) an updated Schedule II listing each Unencumbered Asset as of the date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 of this Agreement to execute and deliver the documents required in said §5is removed as a Guarantor hereunder.

Release of Subsidiary Guarantors. Upon the sale or disposition (aby merger or otherwise) In the event that all Unencumbered Assets owned by of a Subsidiary Guarantor shall have been removed as Unencumbered Assets (or of all or substantially all of its Properties) to a Person other than the Company or another Subsidiary Guarantor and pursuant to a transaction that is otherwise in accordance compliance with the terms of this AgreementIndenture, then, upon including but 119 not limited to the request provisions of BorrowerSection 13.2 hereof or pursuant to Article 8 hereof, such Subsidiary Guarantor shall will be deemed released by Agent from liability its Subsidiary Guarantee and all related obligations under this Indenture; provided, however, that any such termination will occur only to the Loan Documents pursuant to a extent that all obligations of such Subsidiary Guarantor Release substantially in the form under all of Exhibit J hereto. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless (i) such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Ratingits Guarantees of, and provided that no Default under all of its pledges of assets or Event other security interests which secure, other Indebtedness of Default exists, Agent shall promptly the Company or any other Restricted Subsidiary will also terminate upon such sale or other disposition. The Trustee will deliver an appropriate instrument evidencing such release any Subsidiary Guarantor from the Guaranty upon receipt by Agent of a certificate from Company Request accompanied by an officer Officers' Certificate and an Opinion of Borrower Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Each Subsidiary Guarantor (x) has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (or simultaneously designated as an Unrestricted Subsidiary in accordance with the release hereunder provisions of this Indenture will be released from liability with respect to its Subsidiary Guarantee and all related obligations under this Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee will deliver an appropriate instrument evidencing such Indebtedness), (y) does not own any Unencumbered Asset included (or other asset release upon its receipt of the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any Board Resolution designating such Subsidiary Guarantor (the conditions described in the foregoing clauses (x)as an Unrestricted Subsidiary. Notwithstanding any other provision of this Indenture, (y) and (z) being hereinafter referred to as the “each Subsidiary Guarantor Release Conditions”). In will be deemed released from its respective Subsidiary Guarantee and all related obligations under this Indenture in the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), all obligations of such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 the guarantee which resulted in the creation of such Subsidiary Guarantee will also terminate, except a termination, discharge or release of such guarantee by or as a result of, payment under such guarantee. The Trustee will deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officer's Certificate and Opinion of Counsel certifying that all such obligations of such Subsidiary Guarantee have terminated. Any Subsidiary Guarantor not released in accordance with this Agreement to execute Section 13.3 will remain liable for the full amount of principal of (and deliver premium, if any, on) and interest on the documents required Notes as provided in said §5this Article 13.

Release of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the event Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that all Unencumbered Assets owned such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor is no longer a Material Subsidiary. In addition, if any Subsidiary Guarantor becomes an Excluded Domestic Subsidiary (including by reason of its direct or indirect parent that is a Foreign Subsidiary becoming a CFC), the parties hereto agree that such Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty at the time that such Subsidiary becomes an Excluded Domestic Subsidiary (it being understood and agreed that, to the extent such Subsidiary later ceases to be an Excluded Domestic Subsidiary, such Subsidiary would then be subject to becoming a Subsidiary Guarantor shall have been removed as Unencumbered Assets in accordance with to the extent applicable under the terms of this Agreement). (c) At such time as the principal and interest on the Loans, thenall LC Disbursements, upon the request of Borrowerfees, such Subsidiary Guarantor shall be released by Agent from liability expenses and other amounts payable under the Loan Documents pursuant and the other Obligations (other than obligations not yet due and payable under any Swap Agreement or any Banking Services Agreement, and other Obligations expressly stated to a survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and all Letters of Credit (other than Extended Letters of Credit) have terminated or expired (in each case without any pending draw) or otherwise become subject to cash collateralization or other arrangements reasonably satisfactory to the Administrative Agent, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor Release substantially in the form thereunder shall automatically terminate, all without delivery of Exhibit J heretoany instrument or performance of any act by any Person. (b) Notwithstanding anything herein to the contrary, at any time that Parent Guarantor or Borrower achieves an Investment Grade Rating, no Subsidiary of Borrower shall be required to become a Subsidiary Guarantor unless (i) such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness or (ii) Parent Guarantor or Borrower cease to have an Investment Grade Rating. Upon Parent Guarantor’s or Borrower’s achievement of an Investment Grade Rating, and provided that no Default or Event of Default exists, Agent shall promptly release any Subsidiary Guarantor from the Guaranty upon receipt by Agent of a certificate from an officer of Borrower certifying that such Subsidiary Guarantor (x) has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness or Unsecured Indebtedness (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness), (y) does not own any Unencumbered Asset included (or other asset the value of which is included) in the Total Unencumbered Asset Value or Unencumbered Asset Adjusted NOI, and (z) does not own, directly or indirectly, any Equity Interests in any such Subsidiary Guarantor (the conditions described in the foregoing clauses (x), (y) and (z) being hereinafter referred to as the “Subsidiary Guarantor Release Conditions”). In the event that at any time after the Subsidiary Guarantors have been released from the Guaranty or from their obligation to become a Subsidiary Guarantor pursuant to this Section (a “Released Subsidiary”), such Released Subsidiary no longer satisfies the Subsidiary Guarantor Release Conditions, or Parent Guarantor or Borrower cease to have an Investment Grade Rating, Borrower shall within ten (10) Business Days (or such later date as agreed by Agent) after such occurrence cause such Released Subsidiary required to become a Subsidiary Guarantor under §5.6 of this Agreement to execute and deliver the documents required in said §5.