Common use of Release of Certain Guarantors Clause in Contracts

Release of Certain Guarantors. (i) The Borrower may request in writing that the Administrative Agent release a Guarantor from the Guaranty if (A) such Guarantor is no longer a Material Subsidiary or becomes an Excluded Subsidiary, (B) no Event of Default shall then be in existence or would occur as a result of such release and (C) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Together with any such request, the Borrower shall deliver to the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of such Guarantor. No later than ten (10) Business Days (or such shorter period as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Administrative Agent’s receipt of such written request and the related certificate, and so long as the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct, the release shall be effective and Administrative Agent shall execute and deliver, at the sole cost and expense of the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-S, LLC shall be automatically released from the Guaranty effective upon the closing of the Woodland Mall Secured Loan Modification without any further action. (ii) In addition to the releases permitted pursuant to clause (i) above, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further action.

Release of Certain Guarantors. (ia) Provided no Default or Event of Default shall have occurred and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.6(a)), in the event that (1) all Pool Properties owned by such Subsidiary Guarantor have been removed from the calculation of Pool Availability, and (2) such Subsidiary Guarantor will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the Borrower or any of its Subsidiaries, then such Subsidiary Guarantor shall be released by Agent from liability under this Agreement and the other Loan Documents to which it is a party. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor that is a Guarantor solely by virtue of being a Material Subsidiary from the Guaranty if so long as: (A) such Guarantor is no longer a Material Subsidiary or becomes an Excluded Subsidiary, (Bi) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; (iii) such Subsidiary Guarantor is not the direct or indirect owner or lessee of a Pool Property and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the Borrower or any of its Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor; and (iv) the Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower, CVOP I or CVOP II has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or that all of the assets of such Guarantor will be disposed of in compliance with the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds, if any, from such disposition are being distributed to the Borrower, CVOP I or CVOP II, as applicable, in connection with such disposition, or (B) such Guarantor will be the borrower with respect to Secured Debt that is not prohibited under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the representations and warranties made Borrower has contributed or deemed made simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary in compliance with the terms of this Agreement, or (D) such Guarantor is an Excluded Subsidiary. Delivery by the Borrower and each other Loan Party to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the Loan Documents to which any preceding sentence (both as of them is a party, shall be true and correct on the date of the giving of such request and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as effectiveness of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been request) are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Together with any respect to such request, the Borrower shall deliver to the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of such Guarantor. No later than ten (10) Business Days (or such shorter period as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Administrative Agent’s receipt of such written request and the related certificate, and so long as the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct, the release shall be effective and Administrative Agent shall execute and deliver, at the sole cost and expense of the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-Sthe foregoing provisions shall not apply to the Borrower, LLC shall which may only be automatically released from the Guaranty effective upon the closing written approval of Agent and all of the Woodland Mall Secured Loan Modification without any further actionLenders. (iic) In addition The provisions of this §5.6 shall not apply to the releases permitted pursuant to clause (i) aboveBorrower, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further actionCVOP I, CVOP II or XxxXx.

Release of Certain Guarantors. (i) The Borrower may request in writing that the Administrative Agent release a Guarantor from the Guaranty if (Ai) such Guarantor is no longer not, or immediately upon its release will not be, required to be a Material Subsidiary party to the Guaranty under the immediately preceding subsection (a) because of events or becomes an Excluded Subsidiarytransactions not otherwise prohibited under any of the Loan Documents, (Bii) no Event of Default shall then be in existence or would occur as a result of such release and (Ciii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Together with any such request, the Borrower shall deliver to the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (Ai), (Bii) and (Ciii) will be true and correct upon the release of such Guarantor. No later than ten (10) 10 Business Days (or such shorter period as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Administrative Agent’s receipt of such written request and the related certificate, and so long as the conditions set forth in immediately preceding clauses (Ai), (Bii) and (Ciii) will be true and correct, the release shall be effective and Administrative Agent shall execute and deliver, at the sole cost and expense of the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding For the foregoingavoidance of doubt, PR Woodland Anchor-S, LLC this subsection (d) shall be automatically released from also apply to any request by the Guaranty effective upon Borrower to release any Guarantor on or about the closing of the Woodland Mall Secured Loan Modification without any further actionGuarantor Requirement Change Date. (ii) In addition to the releases permitted pursuant to clause (i) above, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further action.

Release of Certain Guarantors. (ia) In the event that all Borrowing Base Loans owned by a Subsidiary Guarantor shall have been released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement and all Borrowing Base Properties owned by such Subsidiary Guarantor have been removed from the calculation of Borrowing Base Availability and the lien and security interest in the Equity Interests in such Subsidiary Guarantor have been released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement, then such Subsidiary Guarantor shall be released by Agent from liability under this Agreement. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor that is a Guarantor solely by virtue of being a Material Subsidiary from the Guaranty if so long as: (A) such Guarantor is no longer a Material Subsidiary or becomes an Excluded Subsidiary, (Bi) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; (iii) such Subsidiary Guarantor is not the direct or indirect owner or lessee of a Borrowing Base Property or of a Borrowing Base Loan; (iv) the Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or that all of the assets of such Guarantor will be disposed of in compliance with the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds, if any, from such disposition are being distributed to the Borrower in connection with such disposition, or (B) such Guarantor will be the borrower with respect to Secured Debt that is not prohibited under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the representations Borrower has contributed or simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary in compliance with the terms of this Agreement, or (D) such Guarantor is an Excluded Subsidiary; and warranties made or deemed made (v) the IPO Conditions Satisfaction Date shall have occurred. Delivery by the Borrower and each other Loan Party to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the Loan Documents to which any preceding sentence (both as of them is a party, shall be true and correct on the date of the giving of such request and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as effectiveness of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been request) are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Together with any respect to such request, the Borrower shall deliver to the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of such Guarantor. No later than ten (10) Business Days (or such shorter period as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Administrative Agent’s receipt of such written request and the related certificate, and so long as the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct, the release shall be effective and Administrative Agent shall execute and deliver, at the sole cost and expense of the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-S, LLC shall be automatically released from the Guaranty effective upon the closing of the Woodland Mall Secured Loan Modification without any further action. (iic) In addition The provisions of this §5.6 shall not apply to the releases permitted pursuant to clause (i) aboveBorrower, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further actionGeneral Partner, TRS or REIT.

Release of Certain Guarantors. (i) The Borrower may request in writing that the Administrative Agent release a Guarantor from the Guaranty if (A) such Guarantor is no longer a Material Subsidiary or becomes an Excluded Subsidiary, (B) no Event of Default shall then be in existence or would occur as a result of such release and (C) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Together with any such request, the Borrower shall deliver to the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of such Guarantor. No later than ten (10) Business Days (or such shorter period as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Administrative Agent’s receipt of such written request and the related certificate, and so long as the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct, the release shall be effective and Administrative Agent shall execute and deliver, at the sole cost and expense of the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-S, LLC shall be automatically released from the Guaranty effective upon the closing of the Woodland Mall Secured Loan Modification without any further action. (ii) In addition to the releases permitted pursuant to clause (i) above, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further action. (iii) In addition to the releases permitted pursuant to clauses (i) and (ii) above, if a Guarantor ceases to be a Guarantor of the First Lien Obligations pursuant to Section 8.15 of the First Lien Credit Agreement or such release is otherwise required by the Intercreditor Agreement (and not as a result of the repayment in full of the First Lien Obligations), such Guarantor shall be automatically released from the Guaranty effective upon the release in connection with the First Lien Obligations without any further action.

Release of Certain Guarantors. (i) The Borrower may request in writing that the Administrative Agent release release, and upon receipt of such request the Administrative Agent shall promptly release, a Guarantor (other than the Parent) from the Guaranty if so long as: (Ai) such Guarantor is no longer not otherwise required to be a Material Subsidiary or becomes an Excluded Subsidiary, party to the Guaranty under the immediately preceding subsection (Ba); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release and release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (Ciii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited permitted under the Loan Documents. Together with any such request, the Borrower shall deliver to ; and (iv) the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of shall have received such Guarantor. No later than ten (10) written request at least 10 Business Days (or such shorter period as may be agreed acceptable to in writing the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent in its sole discretion) following of any such request shall constitute a representation by the Administrative Agent’s receipt of such written request and Borrower that the related certificate, and so long as the conditions matters set forth in immediately the preceding clauses sentence (A), (Bboth as of the date of the giving of such request and as of the date of the effectiveness of such request) and (C) will be are true and correct, the release shall be effective and correct with respect to such request. The Administrative Agent shall execute agrees to furnish to the Borrower, promptly after the Borrower’s request and deliver, at the Borrower’s sole cost and expense of expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-S, LLC shall be automatically released from the Guaranty effective upon the closing of the Woodland Mall Secured Loan Modification without any further action. (ii) In addition to the releases permitted pursuant to clause (i) above, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further action.

Release of Certain Guarantors. (ia) Provided no Default or Event of Default shall have occurred and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.6(a)), in the event that all Pool Properties owned by such Subsidiary Guarantor have been removed from the calculation of Pool Availability and, if prior to the Release of Security Date, the lien and security interest in the Equity Interests in such Subsidiary Guarantor have been released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement, then such Subsidiary Guarantor shall be released by Agent from liability under this Agreement and the other Loan Documents to which it is a party. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor that is a Guarantor solely by virtue of being a Material Subsidiary from the Guaranty if so long as: (A) such Guarantor is no longer a Material Subsidiary or becomes an Excluded Subsidiary, (Bi) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; (iii) such Subsidiary Guarantor is not the direct or indirect owner or lessee of a Pool Property and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor; and (iv) the Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or that all of the assets of such Guarantor will be disposed of in compliance with the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds, if any, from such disposition are being distributed to the Borrower in connection with such disposition, or (B) such Guarantor will be the borrower with respect to Secured Debt that is not prohibited under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the representations and warranties made Borrower has contributed or deemed made simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary in compliance with the terms of this Agreement, or (D) such Guarantor is an Excluded Subsidiary. Delivery by the Borrower and each other Loan Party to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the Loan Documents to which any preceding sentence (both as of them is a party, shall be true and correct on the date of the giving of such request and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as effectiveness of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been request) are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Together with any respect to such request, the Borrower shall deliver to the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of such Guarantor. No later than ten (10) Business Days (or such shorter period as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Administrative Agent’s receipt of such written request and the related certificate, and so long as the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct, the release shall be effective and Administrative Agent shall execute and deliver, at the sole cost and expense of the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-Sthe foregoing provisions shall not apply to REIT, LLC shall which may only be automatically released from the Guaranty effective upon the closing written approval of Agent and all of the Woodland Mall Secured Loan Modification without any further actionLenders. (iic) In addition The provisions of this §5.6 shall not apply to the releases permitted pursuant to clause (i) aboveBorrower, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further actionGeneral Partner or REIT.

Release of Certain Guarantors. (ia) Provided no Default or Event of Default shall have occurred and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.6(a)), in the event that all Pool Properties owned by such Subsidiary Guarantor have been removed from the calculation of Pool Availability and, if prior to the Release of Security Date, the lien and security interest in the Equity Interests in such Subsidiary Guarantor have been released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement, then such Subsidiary Guarantor shall be released by Agent from liability under this Agreement and the other Loan Documents to which it is a party. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor that is a Guarantor solely by virtue of being a Material Subsidiary from the Guaranty if so long as: (A) such Guarantor is no longer a Material Subsidiary or becomes an Excluded Subsidiary, (Bi) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; (iii) such Subsidiary Guarantor is not the direct or indirect owner or lessee of a Pool Property and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor; and (iv) the Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower or CVOP I has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or that all of the assets of such Guarantor will be disposed of in compliance with the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds, if any, from such disposition are being distributed to the Borrower or CVOP I, as applicable, in connection with such disposition, or (B) such Guarantor will be the borrower with respect to Secured Debt that is not prohibited under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the representations and warranties made Borrower has contributed or deemed made simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary in compliance with the terms of this Agreement, or (D) such Guarantor is an Excluded Subsidiary. Delivery by the Borrower and each other Loan Party to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the Loan Documents to which any preceding sentence (both as of them is a party, shall be true and correct on the date of the giving of such request and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as effectiveness of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been request) are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Together with any respect to such request, the Borrower shall deliver to the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of such Guarantor. No later than ten (10) Business Days (or such shorter period as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Administrative Agent’s receipt of such written request and the related certificate, and so long as the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct, the release shall be effective and Administrative Agent shall execute and deliver, at the sole cost and expense of the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-Sthe foregoing provisions shall not apply to REIT, LLC shall which may only be automatically released from the Guaranty effective upon the closing written approval of Agent and all of the Woodland Mall Secured Loan Modification without any further actionLenders. (iic) In addition The provisions of this §5.6 shall not apply to the releases permitted pursuant to clause (i) aboveBorrower, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further actionGeneral Partner or REIT, CVOP I or NewCo.

Release of Certain Guarantors. (i) The Borrower may request in writing that the Administrative Agent release release, and upon receipt of such request the Administrative Agent shall promptly release, a Guarantor (other than the Parent) from the Guaranty if so long as: (Ai) such Guarantor is no longer not otherwise required to be a Material Subsidiary or becomes an Excluded Subsidiary, party to the Guaranty under the immediately preceding subsection (Ba); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release and release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (Ciii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited permitted under the Loan Documents. Together with any such request, the Borrower shall deliver to ; and (iv) the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of shall have received such Guarantor. No later than ten (10) written request at least 10 Business Days (or such shorter period as may be agreed acceptable to in writing the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent in its sole discretion) following of any such request shall constitute a representation by the Administrative Agent’s receipt of such written request and Borrower that the related certificate, and so long as the conditions matters set forth in immediately the preceding clauses sentence (A), (Bboth as of the date of the giving of such request and as of the date of the effectiveness of such request) and (C) will be are true and correctcorrect with respect to such request. For the avoidance of doubt, this subsection (d) shall also apply to any request by the Borrower to release shall be effective and any Guarantor on or about the Investment Grade Rating Date. The Administrative Agent shall execute agrees to furnish to the Borrower, promptly after the Borrower’s request and deliver, at the Borrower’s sole cost and expense of expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-S, LLC shall be automatically released from the Guaranty effective upon the closing of the Woodland Mall Secured Loan Modification without any further action. (ii) In addition to the releases permitted pursuant to clause (i) above, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further action.