Common use of Release of a Guarantor Clause in Contracts

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iv) 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 in all material respects on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Agent shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor meets(x) qualifies, or will meet qualify simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “as an Excluded Subsidiary” , or (y) in the case of a Material Subsidiary, has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary or a Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a)) of this Section 7.12; (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iv) 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 on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a the applicable Guarantor from the Guaranty so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a)this Section 7.12; (iiiii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in this Section 9.1.7.12; (iv) 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 in all material respects on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (viii) the Agent shall have received such written request at least 10 ten (10) Business Days prior to the requested date of releaserelease and (iv) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) if the Guarantor is a Material Subsidiary, the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or (B) if Guarantor is the owner of an Unencumbered Asset, but not a Material Subsidiary, that all assets owned by such Guarantor have been removed from the calculation of Unencumbered Asset Value. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to CLP, which may only be released upon the written approval of Agent and all of the Lenders.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor meets(x) qualifies, or will meet qualify simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “as an Excluded Subsidiary” Subsidiary or (y) has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary or a Material Subsidiary; (ii) such Guarantor is will not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a)own or lease any Collateral Property; (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.110.1.; (iv) 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 in all material respects on and as of the date of such release extension 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Agent shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor meets(x) qualifies, or will meet qualify simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “as an Excluded Subsidiary” or , (y) in the case of a Material Subsidiary, has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material SubsidiarySubsidiary or a Subsidiary and (z) does not own or lease, or simultaneously with its release from the Guaranty will cease to own or lease, any Borrowing Base Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.110.1.; (iv) 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 on and as of the date of such release extension 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Agent shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor meets(x) qualifies, or will meet qualify simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “as an Excluded Subsidiary” , or (y) in the case of a Material Subsidiary, has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary or a Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.110.1.; (iv) 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 on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Agent shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that Upon (i) the Agent release, and upon receipt unconditional release of such request the Agent shall release, a Guarantor from its liability in respect of the Guaranty so long as: Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the first paragraph of Section 4.16, (iii) such Guarantor meets, any sale or will meet simultaneously with its release from other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Guaranty, Company of all of the provisions Company’s Capital Stock in, or all or substantially all of the assets of, a Guarantor; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Guarantor has been released by the holders of the other Indebtedness of the Company so guaranteed, (iii) the Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.2, or (iv) a Guarantor being designated as an Unrestricted Subsidiary as described under the definition of the term “Excluded Unrestricted Subsidiary,” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise shall be deemed released from all obligations under this Article X without any further action required to be a party to on the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any part of the covenants contained in Section 9.1.Trustee or any Holder; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which provided that any of them is a party, such termination shall be true and correct in all material respects on and as of the date of such release with the same force and effect as if made on and as of such date except occur only 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 on and as obligations of such earlier date) Guarantor under all of its guarantees of, and except for changes in factual circumstances not prohibited under all of its pledges of assets or other security interests which secure, such Indebtedness of the Loan Documents; and (v) Company shall also terminate upon such release, sale or transfer. The Trustee shall promptly deliver an appropriate instrument evidencing such release upon receipt of a request by the Agent shall have received such written request at least 10 Business Days prior Company accompanied by an Officers’ Certificate certifying as to the requested date compliance with this Section 10.3. Any Guarantor not so released remains liable for the full amount of release. Delivery by principal of and interest on the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth Notes as provided in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.this Article X.

Release of a Guarantor. The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or (x) has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary or (y) qualifies, or will qualify simultaneously with its release from the Guaranty, as an Excluded Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iviii) 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 in all material respects on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (viv) the Administrative Agent shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor (other than the Parent and any Pledgor) from the Guaranty so long as: (i) such Guarantor meetshas been, or will meet be simultaneously with its release from the Guaranty, all of released as a Guarantor (as defined in the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material SubsidiaryExhibit Credit Agreement); (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iviii) 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 on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (viv) the Agent shall have received such written request at least 10 Business Days prior to the requested date of releaserelease (or such shorter period as may be acceptable to the Agent in its sole discretion). Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor meets(x) qualifies, or will meet qualify simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “as an Excluded Subsidiary” , or (y) in the case of a Material Subsidiary, has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary or a Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) such Guarantor is not a Property Owner and does not own, directly or indirectly, any Equity Interests of a Property Owner, other than Equity Interests in a Property Owner whose Borrowing Base Property is being released under Section 4.3. (in which case the release under this Section shall be effected simultaneously with the applicable Release under Section 4.3.); (iv) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.110.1.; (ivv) 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 on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (vvi) the Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Agent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iv) 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 in all material respects on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Agent shall have received such written request at least 10 ten (10) Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a the applicable Guarantor from the Guaranty so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a)this Section 7.12; (iiiii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in this Section 9.1.7.12; (iv) 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 in all material respects on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (viii) the Agent shall have received such written request at least 10 ten (10) Business Days prior to the requested date of release; and (iv) Borrower shall deliver to the Agent evidence reasonably satisfactory to the Agent either that (A) the Guarantor has ceased to qualify as a Material Subsidiary or (B) the Guarantor qualifies as an Excluded Subsidiary. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to the REIT Guarantor, which may only be released upon the prior written consent of Agent and all of the Lenders. Concurrently with any request by the Borrower to release any Guarantor from its Guaranty, the Borrower shall deliver to the Agent a pro forma Compliance Certificate giving effect to the transaction or other event which forms the basis for the release of the Guarantor from the Guaranty and the removal of the assets of such Guarantor from the calculation of Borrowing Base Value, as appropriate, which Compliance Certificate shall show continued compliance with each of the covenants contained in Sections 9.1 through 9.3, 9.5 and 9.13.

Release of a Guarantor. The Borrower may request in writing that the Agent Lender release, and upon receipt of such request the Agent Lender shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty such Guarantor will cease to be, be a Material Subsidiary; Guarantor under and as defined in the Existing Credit Agreement and (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iviii) 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 on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (viv) the Agent Lender shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent Lender of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Release of a Guarantor. The Borrower may request in writing that Upon (i) the Agent release, and upon receipt unconditional release of such request the Agent shall release, a Guarantor from its liability in respect of the Guaranty so long as: Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the first paragraph of Section 4.16, (iii) such Guarantor meets, any sale or will meet simultaneously with its release from other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Guaranty, Company of all of the provisions Company's Capital Stock in, or all or substantially all of the assets of, a Guarantor; PROVIDED that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Guarantor has been released by the holders of the other Indebtedness of the Company so guaranteed, (iii) the Legal Defeasance of the Notes as described under Section 8.2, or (iv) a Guarantor being designated as an Unrestricted Subsidiary as described under the definition of the term “Excluded "Unrestricted Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) ," such Guarantor is not otherwise shall be deemed released from all obligations under this Article X without any further action required to be a party to on the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any part of the covenants contained in Section 9.1.Trustee or any Holder; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which PROVIDED that any of them is a party, such termination shall be true and correct in all material respects on and as of the date of such release with the same force and effect as if made on and as of such date except occur only 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 on and as obligations of such earlier date) Guarantor under all of its guarantees of, and except for changes in factual circumstances not prohibited under all of its pledges of assets or other security interests which secure, such Indebtedness of the Loan Documents; and (v) Company shall also terminate upon such release, sale or transfer. The Trustee shall promptly deliver an appropriate instrument evidencing such release upon receipt of a request by the Agent shall have received such written request at least 10 Business Days prior Company accompanied by an Officers' Certificate certifying as to the requested date compliance with this Section 10.3. Any Guarantor not so released remains liable for the full amount of release. Delivery by principal of and interest on the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth Notes as provided in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.this Article X.

Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor meets(x) qualifies, or will meet qualify simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” as an Exempt Subsidiary or (y) has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is will not otherwise required own or lease a Collateral Property immediately after giving effect to be a party to the Guaranty under the immediately preceding subsection (a)such release; (iii) no Default or Event of Default shall then be in existence or would occur as a result of exist immediately prior to, and shall not exist immediately after giving effect to, such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iv) 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 in all material respects on and as of the date of 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Agent shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. If such Guarantor owns a Collateral Property, then the release of such Guarantor shall also be subject to and in accordance with Section 4.3.

Release of a Guarantor. The Borrower may request (a) Notwithstanding anything in writing that this Agreement to the Agent releasecontrary, and upon receipt in the event of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) the sale or other disposition of capital stock of any Guarantor if as a result of such Guarantor meetsdisposition, such Person ceases to be a Subsidiary of the Borrower, (ii) a sale or will meet simultaneously with its release from the Guaranty, other disposition of all or substantially all of the assets of any Guarantor (other than to the Borrower or another Guarantor) or (iii) a merger or consolidation of a Guarantor with a Person other than the Borrower or another Guarantor, then such Guarantor (in the case of clauses (i) and (ii) above) will be automatically and unconditionally released and discharged from all obligations under any of the Loan Documents, the other provisions of the definition any of the term “Excluded Subsidiary” Loan Documents and the Person acquiring such assets (in the case of clauses (ii) and (iii) above) shall not be required to assume such Guarantor’s obligations under the Loan Documents, the other provisions of any of the Loan Documents or has ceased to beotherwise become a Guarantor, in each case without any further action required on the part of the Administrative Agent, the Lenders, the Borrower or any Guarantor; provided that such sale, disposition or other transaction is otherwise in compliance with this Agreement. Nothing contained in this Agreement or the other Loan Documents shall prevent any consolidation or merger of a Guarantor with or into the Borrower or another Guarantor that is permitted under this Agreement, or simultaneously shall prevent any sale, lease, conveyance or other disposition of all or substantially assets of a Guarantor to the Borrower or another Guarantor to the extent permitted under this Agreement. Upon any such consolidation, merger, or disposition, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) In addition, the Borrower may designate any Guarantor as a Non-Loan Party; provided that (i) the Borrower shall be in compliance with its release from the Guaranty will cease covenants under Sections 7.14 and 7.27 after giving effect to be, a Material Subsidiarysuch designation; (ii) no such Guarantor is not otherwise required to Subsidiary shall be a party to the Guaranty an obligor under the immediately preceding subsection (a)any Publicly Traded Debt Securities or Credit Facilities; (iii) no Unmatured Default under Section 8.2 or Event of 8.6 and no Default shall then be in existence or would occur as a result of exist after giving effect to such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.designation; and (iv) the representations and warranties made or deemed made Borrower shall deliver to the Administrative Agent a certificate, signed by the Borrower and each other Loan Party in the Loan Documents to which any of them is a partychief financial officer, shall be true and correct in all material respects on and as controller or chief accounting officer of the date Borrower, stating its election to make such designation and certifying that the requirements of the foregoing clauses (i), (ii) and (iii) are satisfied. The Administrative Agent is hereby authorized by the Lenders to execute such documents reasonably satisfactory to it to evidence the release of such release with Subsidiary from the same force and effect Guaranty Agreement 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Agent shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestrequests.