Common use of Release of a Subsidiary Guarantor Clause in Contracts

Release of a Subsidiary Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of the Real Estate referred to in clause (c) below; (b) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; and (c) any and all Unencumbered Pool Assets owned or leased by such Subsidiary Guarantor or Unencumbered Pool Properties subject to an Intercompany Loan held by such Subsidiary Guarantor shall be removed from the Unencumbered Pool Assets in accordance with §7.20. 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. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing provisions shall not apply to SCA, which may only be released upon the written approval of Agent and all of the Lenders or the termination of this Agreement.

Release of a Subsidiary Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of the Real Estate referred to in clause (c) below; (b) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; and (c) any and all Unencumbered Pool Assets owned or leased by such Subsidiary Guarantor or Unencumbered Pool Properties subject to an Intercompany Loan held by such Subsidiary Guarantor shall be removed from the Unencumbered Pool Assets in accordance with §7.20. 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. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing provisions shall not apply to SCA, which may only be released upon the written approval of Agent and all of the Lenders or the termination of this Agreement.

Release of a Subsidiary Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of the Real Estate referred to in clause (c) belowrelease; (b) the Agent shall have received such written request at least five ten (510) Business Days prior to the requested date of releaserelease (or such shorter period as may be acceptable to the Agent in its sole discretion), and a pro forma Compliance Certificate and Unencumbered Pool Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in §7.16 and §9; and (c) any and all Unencumbered Pool Assets owned or leased by such Subsidiary Guarantor or no longer owns any interest in an Unencumbered Pool Properties subject Property or is no longer required to an Intercompany Loan held by such be a Subsidiary Guarantor shall pursuant to the terms of §5.4, and will not, upon giving effect to such requested release, be removed from a guarantor of or otherwise liable with respect to any other Unsecured Debt of the Unencumbered Pool Assets REIT, Borrower or any of their respective Subsidiaries of the type described in accordance with §7.20clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor. 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. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing provisions shall not apply to SCAREIT, which may only be released upon the written approval of Agent and all of the Lenders or the termination of this AgreementLenders.

Release of a Subsidiary Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of the Real Estate referred to in clause (c) below; (b) 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 (c) any and all Unencumbered Pool Assets owned Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or leased by simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or Unencumbered Pool Properties subject to an Intercompany Loan held by that substantially all of the assets of such Subsidiary Guarantor shall have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Pool Asset Value, all such assets have been removed from the calculation of the Unencumbered Pool Assets Asset Value in accordance with §7.20the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Pool Asset Value and will not, upon giving effect to such requested release, be a Material Subsidiary. 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. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing provisions shall not apply to SCAREIT, which may only be released upon the written approval of Agent and all of the Lenders or the termination of this AgreementLenders.

Release of a Subsidiary Guarantor. (a) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of the Real Estate referred to in clause (c) below; (b) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; and (c) any and all Unencumbered Pool Assets Real Estate owned or leased by such Subsidiary Guarantor or Unencumbered Pool Properties subject to an Intercompany Loan held by such Subsidiary Guarantor shall be removed from the Unencumbered Pool Assets Subject Properties in accordance with §7.207.16 effective as of the date of such 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. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing provisions shall not apply to SCAParent, which may only be released upon the written approval of Agent and all of the Lenders or Lenders. (b) Notwithstanding the termination terms of §5.2 and §5.3(a), from and after any date that Agent first receives written notice from Borrower that Borrower and/or Parent has first obtained an Investment Grade Rating, then subject to the terms of this Agreement§5.3(b), each Subsidiary Guarantor which is not a Material Subsidiary shall no longer be required to be a Guarantor, and Agent shall promptly release each such Subsidiary Guarantor (other than any Subsidiary Guarantor which are a Material Subsidiary) from the Guaranty; provided, however that notwithstanding the foregoing, Agent shall not be obligated to release any Subsidiary Guarantor from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing. In the event that at any time after Borrower and/or Parent obtains an Investment Grade Rating, Borrower and Parent shall no longer have an Investment Grade Rating, Borrower and Parent shall within thirty (30) days after such occurrence cause all such Persons which are required to be a Subsidiary Guarantor pursuant to §5.2 (without regard to this §5.3(b)) but are not then Subsidiary Guarantors hereunder to execute a Joinder Agreement 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 Subsidiary Guarantor. In no event shall the provisions of this §5.3(b) entitle Parent to be released from the Guaranty. For the avoidance of doubt, regardless of whether Borrower and/or Parent has an Investment Grade Rating, Borrower and Parent shall be required to cause any Subsidiary of Parent and/or Borrower which at any time constitutes a Material Subsidiary to become a Subsidiary Guarantor by executing a Joinder Agreement and shall comply with the provisions of §5.2 as a condition to such Material Subsidiary becoming an obligor or guarantor of such other Recourse Indebtedness.