Common use of Investment Grade Release Clause in Contracts

Investment Grade Release. Notwithstanding the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives an Investment Grade Notice, the Administrative Agent shall promptly release all of the Subsidiary Guarantors from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release; (ii) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt (other than Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) immediately before and immediately after giving effect to the Investment Grade Release, no Default or Event of Default has occurred and is continuing or would result therefrom; and (z) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released pursuant to Section 5.11(d) is the primary obligor under, or provides a guaranty to any holder of, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives Parent obtains an Investment Grade NoticeRating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than any Unencumbered Property Subsidiary Guarantors that is (i) a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness) from their obligations under the Guaranty Agreement (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice a certificate executed by a Responsible Officer of the Parent, (A) certifying that the Parent or the Borrower has obtained an Investment Grade Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt Recourse Indebtedness; and (other than Unsecured Debt in respect ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, a certificate executed by a Responsible Officer of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) Parent certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materialityor, in which the case of Section 5.19 in all respects, and, in each case, without duplication of any materiality qualifiers set forth in such representations and warranties shall be true and correct in all respectswarranties) as of such date, with the same effect as if made at on and as of that datethe date of such release and immediately after giving effect to such release, except to the extent that such representations and warranties related solely relate to an earlier date or given period (in which case such representations and warranties shall be have been true and correct in all material respects on and as of the respective date or for the respective period, as the case may be (or, in the case of Section 5.19 in all respects, and, in each case, without duplication of any materiality qualifiers set forth in such earlier daterepresentations and warranties). In ) and except that for purposes of this Section 10.19(a), the event that at any time after representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dsubsections (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives Borrower obtains an Investment Grade NoticeRating, the Administrative Agent shall promptly release all of the Subsidiary Guarantors (other than any Direct Owner of an Unencumbered Asset that is a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness) from their obligations under the Guaranty Agreement (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice a certificate executed by an Authorized Officer of the Borrower, (A) certifying that the Borrower has obtained an Investment Grade Rating; (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the ; and (C) certifying that no Subsidiary Guarantors Guarantor to be released and the proposed effective date for the Investment Grade Release; (ii) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to will be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt Recourse Indebtedness immediately after giving effect to the Investment Grade Release; and (other than Unsecured Debt in respect ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, a certificate executed by an Authorized Officer of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) Borrower certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and , and (zB) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each made or deemed made by the Borrower in any Loan Party set forth in the Loan Documents Document shall be true and correct in all material respects (other than those on and as of the date of such release and immediately after giving effect to such release except to the extent that such representations and warranties that expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) or are expressly qualified by a Material Adverse Effect or other materiality, materiality (in which case such representations and warranties shall be true and correct in all respects) as of such date, with and except for changes in factual circumstances specifically and expressly permitted under the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released pursuant to Section 5.11(d) is the primary obligor under, or provides a guaranty to any holder of, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the LendersLoan Documents.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives Parent obtains an Investment Grade NoticeRating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than any Unencumbered Property Subsidiary Guarantors that is (i) a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness) from their obligations under the Guaranty Agreement (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice a certificate executed by a Responsible Officer of the Parent, (A) certifying that the Parent or the Borrower has obtained an Investment Grade Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt Recourse Indebtedness; and (other than Unsecured Debt in respect ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, a certificate executed by a Responsible Officer of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) Parent certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (other than those representations and warranties that are expressly or, if qualified by a materiality, Material Adverse Effect or other materialitysimilar language, in all respects) on and as of the date of such release and immediately after giving effect to such release, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect or similar language, in all respects) as of such dateearlier date and except that for purposes of this Section 10.19(a), with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date contained in subsections (in which case such representations a) and warranties (b) of Section 5.05 shall be true and correct in all material respects on and as of such earlier date). In deemed to refer to the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dsubsections (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives REIT obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Subsidiary that is a borrower or guarantor of, or is otherwise obligated in respect of, any Unsecured Indebtedness) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (i) certifying that the REIT has obtained an Investment Grade Credit Rating, and (ii) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify include a list of the Subsidiary Guarantors that are to be released and the proposed effective date for the Investment Grade Release;released, and (ii) On The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to become effectivebe effected, an Officer’s Certificate certifying to the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying and the Lenders that (x) no none of the Subsidiary Guarantor requested Guarantors that are to be released is a borrower or guarantor of, or is otherwise has a payment obligation obligated in respect of, any Unsecured Debt (other than Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); Indebtedness and (y) immediately before and immediately after giving effect to the Investment Grade Release, , (i) no Default or Event of Default has occurred and is continuing or would result therefrom; and , and (zii) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth in made or deemed made by the Loan Documents shall be Parties in any Loan Document are true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, without duplication of materiality qualifiers set forth in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that datewarranties), except to the extent that such representations and warranties related expressly relate solely to an earlier date (in which case such representations and warranties shall be are true and correct in all material respects on and as of such earlier datedate without duplication of materiality qualifiers set forth in such representations and warranties) and except that for purposes of this Section 10.12(a). In , the event that at any time after representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dclauses (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives Borrower obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than (i) CIM Urban Partners, L.P. and (ii) any other Unencumbered Property Subsidiary Guarantors that is a borrower or guarantor of, or otherwise obligated in respect of, any Unsecured Debt) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (A) certifying that the Borrower has obtained an Investment Grade Credit Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (ii) On The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to become effectivebe effected, an Officer’s Certificate certifying to the Administrative Agent shall have received a certificate signed by a Responsible Officerand the Lenders that, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt (other than Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of the Borrower and each other Company contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such Subsidiary Guarantor released applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 11.19(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.11(d) is 6.01. The Administrative Agent will (at the primary obligor under, or provides a guaranty to any holder of, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all sole cost of the provisions Borrower) following receipt of Section 5.11(a) that would be applicable to such Release Notice and Officer’s Certificate, and each of the addition of a new Guarantor. For Lenders and the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of L/C Issuer irrevocably authorizes the Administrative Agent to, execute and all deliver such documents as the Borrower or such Unencumbered Property Subsidiary may reasonably request as is necessary or desirable to evidence the release of such Unencumbered Property Subsidiary from its obligations under the LendersGuaranty or the re-designation of such Property to no longer be an Unencumbered Property, as applicable, which documents shall be reasonably satisfactory to the Administrative Agent.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives Parent obtains an Investment Grade NoticeRating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than any Unencumbered Property Subsidiary Guarantors that is (i) a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness) from their obligations under the Guaranty Agreement (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice a certificate executed by a Responsible Officer of the Parent, (A) certifying that the Parent or the Borrower has obtained an Investment Grade Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt Recourse Indebtedness; and (other than Unsecured Debt in respect ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, a certificate executed by a Responsible Officer of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) Parent certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (other than those representations and warranties that are expressly or, if qualified by a materiality, Material Adverse Effect or other materialitysimilar language, in which all respectsin the case of Section 5.19 in all respects, and, in each case, without duplication of any materiality qualifiers set forth in such representations and warranties) on and as of the date of such release and immediately after giving effect to such release, except whereto the extent such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely expressly relate to an earlier date date, or given period (in which case such representations and warranties shall be have been true and correct in all material respects on and (or, if qualified by materiality, Material Adverse Effect or similar language, in all respects) as of such earlier datedateas of the respective date or for the respective period, as the case may be (or, in the case of Section 5.19 in all respects, and, in each case, without duplication of any materiality qualifiers set forth in such representations and warranties). In ) and except that for purposes of this Section 10.19(a), the event that at any time after representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dsubsections (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives Parent obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Subsidiary that is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness (other than, in the case of an Indirect Owner, unsecured Guarantees of Nonrecourse Indebtedness of a Subsidiary thereof for which recourse to such Indirect Owner is contractually limited to liability for Customary Recourse Exceptions)) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) Borrower The Parent shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (A) certifying that the Parent has obtained an Investment Grade Credit Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify include a list of the Subsidiary Guarantors that are to be released and the proposed effective date for the Investment Grade Release;released, and (ii) On The Parent shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to become effectivebe effected, an Officer’s Certificate certifying to the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying and the Lenders that (xA) no none of the Subsidiary Guarantor requested Guarantors that are to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt Indebtedness (other than Unsecured Debt than, in respect the case of an Indirect Owner, unsecured Guarantees of Nonrecourse Indebtedness of a Subsidiary thereof for which recourse to such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); Indirect Owner is contractually limited to liability for Customary Recourse Exceptions) and (yB) immediately before and immediately after giving effect to the Investment Grade Release, no Default or Event of Default has occurred and is continuing or would result therefrom; and (z) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released pursuant to Section 5.11(d) is the primary obligor under, or provides a guaranty to any holder of, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders.,

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives an Investment Grade NoticeRatings Criteria is satisfied, the Administrative Agent shall promptly release all of the Subsidiary Guarantors (other than any Intermediate Subsidiary Guarantors and any Subsidiary that is not at such time an Excluded Subsidiary and is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt (other than (x) under the Loan Documents and (y) any Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder)) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (ii) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible OfficerOfficer of the Parent Borrower or the REIT Guarantor, certifying that that: (xA) the Investment Grade Ratings Criteria have been satisfied; (B) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt (other than (x) under the Loan Documents and (y) any Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder)) or an Intermediate Subsidiary Guarantor; and (yC) immediately before and immediately after giving effect to the Investment Grade Release, (x) no Default or Event of Default has occurred and is continuing or would result therefrom; , and (zy) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth contained in Article V and in the other Loan Documents shall be are true and correct in all material respects (other than those representations and warranties except to the extent that are expressly any representation or warranty that is qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties materiality shall be true and correct in all respects) as of such date, with the same effect as if made at on and as of that datethe effective date of the Investment Grade Release, except to the extent that such representations and warranties related solely specifically refer to an earlier date (date, in which case such representations and warranties shall be they were true and correct in all material respects on and as of such earlier date). In , and except that for purposes of this Section 11.08, the event that at any time after representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dsubsections (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding (a) If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives an Investment Grade NoticeRatings Criteria is satisfied, subject to paragraph (c) of this Section, the Administrative Agent shall promptly release all of the Subsidiary Guarantors from their obligations under the Guaranty (the “Investment Grade Release”)) and release all Equity Interests and other Collateral pledged pursuant to the Pledge Agreement or any other Collateral Documents, subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (ii) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that, (A) the Investment Grade Ratings Criteria have been satisfied and setting forth the Debt Rating(s) as in effect, if any, from each of S&P, Xxxxx’x and Fitch as of such date, and (B) certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt or any Secured Pari Passu Obligations (other than Unsecured Debt and Secured Pari Passu Obligations in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder)) or is the Grantor party to a Mortgage in favor of the Administrative Agent granted in connection with the occurrence of a Springing Mortgage Covenant Event; and (yC) immediately before and immediately after giving effect to the Investment Grade Release, no Default or Event of Default has occurred and is continuing or would result therefrom; and . (zb) immediately before and immediately after giving effect Subject to paragraph (c) of this Section, upon the Investment Grade Releaserelease of any Person pursuant to this Section 11.12, all representations and warranties of each Loan Party set forth in the Loan Documents Administrative Agent shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations applicable) return any Collateral in its possession and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released pursuant to Section 5.11(d) is the primary obligor under, or provides a guaranty to any holder of, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply deliver to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of Borrower’s request and at the Borrower’s expense, such documentation as is reasonably satisfactory to the Borrower and the Administrative Agent and all necessary to evidence the release of such Person from its obligations under the Loan Documents and (to the extent applicable) the discharge, release and termination of the Lenderssecurity interests created by the Pledge Agreement and the other Collateral Documents.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives Parent obtains an Investment Grade NoticeRating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than any Unencumbered Property Subsidiary Guarantors that is (i) a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness) from their obligations under the Guaranty Agreement (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice a certificate executed by a Responsible Officer of the Parent, (A) certifying that the Parent or the Borrower has obtained an Investment Grade Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt Recourse Indebtedness; and (other than Unsecured Debt in respect ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, a certificate executed by a Responsible Officer of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) Parent certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (other than those representations and warranties that are expressly or, if qualified by a materiality, Material Adverse Effect or other materialitysimilar language, in all respects) on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent thatwhere such representations and warranties specifically referexpressly relate to an earlier date, in which case such theysuch representations and warranties shall behave been true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms(or, if qualified as to “by materiality”, “Material Adverse Effect” or similar language shall be true and correct correct, in all respects) as of such dateapplicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3)and except that for purposes of this Section 10.19(a), with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date contained in subsections (in which case such representations a) and warranties (b) of Section 5.05 shall be true and correct in all material respects on and as of such earlier date). In deemed to refer to the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dsubsections (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives REIT obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Subsidiary that is a borrower or guarantor of, or is otherwise obligated in respect of, any Unsecured Indebtedness) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (A) certifying that the REIT has obtained an Investment Grade Credit Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify include a list of the Subsidiary Guarantors that are to be released and the proposed effective date for the Investment Grade Release;released, and (ii) On The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to become effectivebe effected, an Officer’s Certificate certifying to the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying and the Lenders that (x) no none of the Subsidiary Guarantor requested Guarantors that are to be released is a borrower or guarantor of, or is otherwise has a payment obligation obligated in respect of, any Unsecured Debt (other than Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); Indebtedness and (y) immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; , and 123 (zB) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such Subsidiary Guarantor released applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 10.12(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.11(dclauses (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives REIT obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Subsidiary that is a borrower or guarantor of, or is otherwise obligated in respect of, any Unsecured Indebtedness) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the 129 Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (i) certifying that the REIT has obtained an Investment Grade Credit Rating, and (ii) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify include a list of the Subsidiary Guarantors that are to be released and the proposed effective date for the Investment Grade Release;released, and (ii) On The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to become effectivebe effected, an Officer’s Certificate certifying to the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying and the Lenders that (x) no none of the Subsidiary Guarantor requested Guarantors that are to be released is a borrower or guarantor of, or is otherwise has a payment obligation obligated in respect of, any Unsecured Debt (other than Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); Indebtedness and (y) immediately before and immediately after giving effect to the Investment Grade Release, , (i) no Default or Event of Default has occurred and is continuing or would result therefrom; and , and (zii) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth in made or deemed made by the Loan Documents shall be Parties in any Loan Document are true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, without duplication of materiality qualifiers set forth in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that datewarranties), except to the extent that such representations and warranties related expressly relate solely to an earlier date (in which case such representations and warranties shall be are true and correct in all material respects on and as of such earlier datedate without duplication of materiality qualifiers set forth in such representations and warranties) and except that for purposes of this Section 10.12(a). In , the event that at any time after representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dclauses (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives REIT obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Unencumbered Property Subsidiary that is (i) a borrower or guarantor of, or otherwise obligated in respect of, any Indebtedness of the REIT or the Borrower or (ii) a Specified Guarantor) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (A) certifying that the Borrower has obtained an Investment Grade Credit Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify Release and identifying the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;released; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is (x) a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt (other than Unsecured Debt in respect Indebtedness of which such Subsidiary Guarantor shall be released as a borrower the REIT or guarantor the Borrower or other obligor substantially concurrently with the release hereunder); (y) a Specified Guarantor; and (ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, an Officer’s Certificate certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such Subsidiary Guarantor released applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 11.19(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.11(dclauses (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives Parent obtains an Investment Grade NoticeRating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than any Unencumbered Property Subsidiary Guarantors that is (i) a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness) from their obligations under the Guaranty Agreement (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice a certificate executed by a Responsible Officer of the Parent, (A) certifying that the Parent or the Borrower has obtained an Investment Grade Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, the Revolving Credit Agreement or any Unsecured Debt other Recourse Indebtedness; and (other than Unsecured Debt in respect ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, a certificate executed by a Responsible Officer of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) Parent certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such Subsidiary Guarantor released applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 10.19(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.11(dsubsections (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives Parent obtains an Investment Grade NoticeRating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than any Unencumbered Property Subsidiary Guarantors that is (i) a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness) from their obligations under the Guaranty Agreement (the “Investment Grade Release”), subject to satisfaction of the following conditions:: 110 (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice a certificate executed by a Responsible Officer of the Parent, (A) certifying that the Parent or the Borrower has obtained an Investment Grade Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt Recourse Indebtedness; and (other than Unsecured Debt in respect ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, a certificate executed by a Responsible Officer of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) Parent certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (other than those representations and warranties that are expressly or, if qualified by a materiality, Material Adverse Effect or other materialitysimilar language, in all respects) on and as of the date of such release and immediately after giving effect to such release, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect or similar language, in all respects) as of such dateearlier date and except that for purposes of this Section 10.19(a), with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date contained in subsections (in which case such representations a) and warranties (b) of Section 5.05 shall be true and correct in all material respects on and as of such earlier date). In deemed to refer to the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dsubsections (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives REIT obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than any Unencumbered Property Subsidiary Guarantors that is (i)a borrower or guarantor of, or otherwise obligated in respect of, any Indebtedness of the REIT or the Borrower or (ii) a Specified Guarantor) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (A) certifying that the Borrower has obtained an Investment Grade Credit Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is (x) a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt (other than Unsecured Debt in respect Indebtedness of which such Subsidiary Guarantor shall be released as a borrower the REIT or guarantor the Borrower or other obligor substantially concurrently with the release hereunder); (y) a Specified Guarantor; and (ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, an Officer’s Certificate certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such Subsidiary Guarantor released applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 11.19(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.11(dclauses (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives REIT obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Subsidiary that is a borrower or guarantor of, or is otherwise obligated in respect of, any Unsecured Indebtedness) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (A) certifying that the REIT has obtained an Investment Grade Credit Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify include a list of the Subsidiary Guarantors that are to be released and the proposed effective date for the Investment Grade Release;released, and (ii) On The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to become effectivebe effected, an Officer’s Certificate certifying to the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying and the Lenders that (x) no none of the Subsidiary Guarantor requested Guarantors that are to be released is a borrower or guarantor of, or is otherwise has a payment obligation obligated in respect of, any Unsecured Debt (other than Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); Indebtedness and (y) immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and , and (zB) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such Subsidiary Guarantor released applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 10.12(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.11(dclauses (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding (a) If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives an Investment Grade NoticeRatings Criteria is satisfied, subject to paragraph (c) of this Section, the Administrative Agent shall promptly release all of the Subsidiary Guarantors from their obligations under the Guaranty (the “Investment Grade Release”)) and release all Equity Interests and other Collateral pledged pursuant to the Pledge Agreement or any other Collateral Documents, subject to satisfaction of the following conditions: : (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;159 (iib) On Subject to paragraph (c) of this Section, upon the date the Investment Grade Release is release of any Person pursuant to become effectivethis Section 11.12, the Administrative Agent shall have received (to the extent applicable) return any Collateral in its possession and deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as is reasonably satisfactory to the Borrower and the Administrative Agent and necessary to evidence the release of such Person from its obligations under the Loan Documents and (to the extent applicable) the discharge, release and termination of the security interests created by the Pledge Agreement and the other Collateral Documents. (c) The provisions of this Section 11.12 shall not apply to any Direct Owner of a certificate signed by a Responsible Officer, certifying Borrowing Base Asset or any Indirect Owner of such Direct Owner in each case that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt or Secured Pari Passu Obligations (other than any Unsecured Debt or Secured Pari Passu Obligations in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) immediately before and immediately after giving effect to the Investment Grade Release, no Default or Event of Default has occurred and is continuing or would result therefrom; and (z) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released pursuant to Section 5.11(d) is the primary obligor under, or provides a guaranty to any holder of, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders.[signature pages immediately follow] 160

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives Parent obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Subsidiary that is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness (other than, in the case of an Indirect Owner, unsecured Guarantees of Nonrecourse Indebtedness of a Subsidiary thereof for which recourse to such Indirect Owner is contractually limited to liability for Customary Recourse Exceptions)) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) Borrower The Parent shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (A) certifying that the Parent has obtained an Investment Grade Credit Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify include a list of the Subsidiary Guarantors that are to be released and the proposed effective date for the Investment Grade Release;released, and (ii) On The Parent shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to become effectivebe effected, an Officer’s Certificate certifying to the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying and the Lenders that (xA) no none of the Subsidiary Guarantor requested Guarantors that are to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt Indebtedness (other than Unsecured Debt than, in respect the case of an Indirect Owner, unsecured Guarantees of Nonrecourse Indebtedness of a Subsidiary thereof for which recourse to such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); Indirect Owner is contractually limited to liability for Customary Recourse Exceptions) and (yB) immediately before and immediately after giving effect to the Investment Grade Release, , 1. no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (z) immediately before and immediately after giving effect including as a result of the failure to satisfy the Investment Grade ReleaseMinimum Unencumbered Property Condition), all and 2. the representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier 115 date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 11.19(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. The Administrative Agent will (at the sole cost of the Borrower) following receipt of such Release Notice and Officer’s Certificate, and each of the Lenders irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Parent or such Subsidiary Guarantor released pursuant may reasonably request as is necessary or desirable to Section 5.11(d) is evidence the primary obligor under, or provides a guaranty to any holder of, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause release of such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of from its obligations under the provisions of Section 5.11(a) that would Guaranty, which documents shall be applicable reasonably satisfactory to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the LendersAgent.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives an Investment Grade NoticeRatings Criteria is satisfied, the Administrative Agent shall promptly release all of the Subsidiary Guarantors (other than any Subsidiary of the Parent Guarantor that is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness (other than (x) under the Loan Documents, (y) any Unsecured Indebtedness in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder and (z) any intercompany Indebtedness between or among any of the Parent Guarantor, the Borrower and their Subsidiaries)) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (ia) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten five (105) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iib) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible OfficerOfficer of the Parent Guarantor, certifying that that: (xi) the Investment Grade Ratings Criteria have been satisfied; (ii) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt Indebtedness (other than (x) under the Loan Documents, (y) any Unsecured Debt Indebtedness in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunderhereunder and (z) any intercompany Indebtedness between or among any of the Parent Guarantor, the Borrower and their Subsidiaries); and (yiii) at the time of the delivery of notice requesting such release, on the proposed effective date of the Investment Grade Release and immediately before and immediately after giving effect to the Investment Grade Release, (x) no Default or Event of Default has occurred and is continuing or would result therefrom; therefrom and (zy) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth contained in Article VII. and in the other Loan Documents shall be are true and correct in all material respects (other than those representations unless such representation and warranties that are expressly warranty is qualified by a Material Adverse Effect or other materiality, in which case event such representations representation and warranties warranty shall be true and correct in all respects) on and as of such date, the effective date of the Investment Grade Release with the same force and effect as if made at on and as of that such date, except to the extent that such representations and warranties related expressly relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances permitted under the Loan Documents, and except that for purposes of this Section 8.15., the representations and warranties contained in subsection (k) of Section 7.1. In shall be deemed to refer to the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Sections 9.1. and 9.2. Upon the release of any Person pursuant to this Section 5.11(d) is the primary obligor under, or provides a guaranty to any holder of, Unsecured Debt8.15., the Borrower Administrative Agent shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply extent applicable) deliver to the BorrowerLoan Parties, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably satisfactory to the Administrative Agent and all necessary to evidence the release of such Person from its obligations under the LendersLoan Documents.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives REIT obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Unencumbered Property Subsidiary that is a co-borrower or guarantor of, or otherwise is obligated in respect of, any Indebtedness of the REIT or the Borrower) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (A) certifying that the Borrower has obtained an Investment Grade Credit Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify Release and identifying the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;released; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a co-borrower or guarantor of, or otherwise has a payment obligation is obligated in respect of, any Unsecured Debt Indebtedness of the REIT or the Borrower; and (other than Unsecured Debt in respect of ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which such Subsidiary Guarantor shall the Investment Grade Release is to be released as a borrower or guarantor or other obligor substantially concurrently with effected, an Officer’s Certificate certifying to the release hereunder); (y) Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such Subsidiary Guarantor released applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 11.19(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.11(dclauses (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives an Investment Grade NoticeRatings Criteria is satisfied, the Administrative Agent shall promptly release all of the Subsidiary Guarantors (other than any Domestic Subsidiary that is not at such time an Excluded Subsidiary and is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt (other than (x) under the Loan Documents and (y) any Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder)) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (ia) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iib) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that that: (xi) the Investment Grade Ratings Criteria have been satisfied; (ii) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Debt (other than (x) under the Loan Documents and (y) any Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); and (yiii) immediately before and immediately after giving effect to the Investment Grade Release, (x) no Default or Event of Default has occurred and is continuing or would result therefrom; , and (zy) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth contained in Article V and in the other Loan Documents shall be are true and correct in all material respects (other than those representations and warranties except to the extent that are expressly any representation or warranty that is qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties materiality shall be true and correct in all respects) as of such date, with the same effect as if made at on and as of that datethe effective date of the Investment Grade Release, except to the extent that such representations and warranties related solely specifically refer to an earlier date (date, in which case such representations and warranties shall be they were true and correct in all material respects on and as of such earlier date). In , and except that for purposes of this Section 11.08, the event that at any time after representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.11(d) is 6.01. Upon the primary obligor under, or provides a guaranty release of any Person pursuant to any holder of, Unsecured Debtthis Section 11.08, the Borrower Administrative Agent shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply extent applicable) deliver to the BorrowerCredit Parties, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably satisfactory to the Administrative Agent and all necessary to evidence the release of such Person from its obligations under the LendersCredit Documents.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that the Administrative Agent first receives REIT obtains an Investment Grade NoticeCredit Rating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Subsidiary Guarantors (other than any Subsidiary that is a borrower or guarantor of, or is otherwise obligated in respect of, any Unsecured Indebtedness) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice an Officer’s Certificate, (i) certifying that the REIT has obtained an Investment Grade Credit Rating, and (ii) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify include a list of the Subsidiary Guarantors that are to be released and the proposed effective date for the Investment Grade Release;released, and (ii) On The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to become effectivebe effected, an Officer’s Certificate certifying to the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying and the Lenders that (x) no none of the Subsidiary Guarantor requested Guarantors that are to be released is a borrower or guarantor of, or is otherwise has a payment obligation obligated in respect of, any Unsecured Debt (other than Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); Indebtedness and (y) immediately before and immediately after giving effect to the Investment Grade Release, , (i) no Default or Event of Default has occurred and is continuing or would result therefrom; and , and (zii) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each Loan Party set forth in made or deemed made by the Loan Documents shall be Parties in any Loan Document are true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, without duplication of materiality qualifiers set forth in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that datewarranties), except to the extent that such representations and warranties related expressly relate solely to an earlier date (in which case such representations and warranties shall be are true and correct in all material respects on and as of such earlier datedate without 98 duplication of materiality qualifiers set forth in such representations and warranties) and except that for purposes of this Section 10.12(a). In , the event that at any time after representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y) any such Subsidiary Guarantor released most recent statements furnished pursuant to Section 5.11(dclauses (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.

Investment Grade Release. Notwithstanding If at any time the terms of Section 5.11(a), from and after any date that Borrower or the Administrative Agent first receives Parent obtains an Investment Grade NoticeRating, the Administrative Agent shall (at the sole cost of the Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the Unencumbered Property Subsidiaries (other than any Unencumbered Property Subsidiary Guarantors that is (i) a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness) from their obligations under the Guaranty Agreement (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) The Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice a certificate executed by a Responsible Officer of the Parent, (A) certifying that the Parent or the Borrower has obtained an Investment Grade Rating, and (B) notifying the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade Release;; and (iiC) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by a Responsible Officer, certifying that (x) no Subsidiary Guarantor requested to be released is a borrower or guarantor of, or otherwise has a payment obligation obligated in respect of, any Unsecured Debt Recourse Indebtedness; and (other than Unsecured Debt in respect ii) The Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date on which the Investment Grade Release is to be effected, a certificate executed by a Responsible Officer of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); (y) Parent certifying to the Administrative Agent and the Lenders that, immediately before and immediately after giving effect to the Investment Grade Release, , (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and therefrom (zincluding as a result of the failure to satisfy the Minimum Property Condition), and (B) immediately before and immediately after giving effect to the Investment Grade Release, all representations and warranties of each contained in Article V or any other Loan Party set forth Document, or which are contained in the Loan Documents shall be true and correct any document furnished at any time under or in all material respects (other than those representations and warranties that connection herewith or therewith, are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of the date of such release and immediately after giving effect to such release, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). In the event that at any time after the Investment Grade Release, (x) the Borrower fails to have an Investment Grade Credit Rating or (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such Subsidiary Guarantor released applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 10.19(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.11(dsubsections (a) is the primary obligor underand (b), or provides a guaranty to any holder ofrespectively, Unsecured Debt, the Borrower shall within ten (10) Business Days after such occurrence cause such Subsidiary Guarantor to satisfy within such ten (10) Business Day period all of the provisions of Section 5.11(a) that would be applicable to the addition of a new Guarantor. For the avoidance of doubt, the foregoing provisions shall not apply to the Borrower, Xxxx REIT, LLC, Xxxx Realty OP, or Xxxx OP which may only be released upon the written approval of the Administrative Agent and all of the Lenders6.01.