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 Except for PPI, GP Sub and LP Sub, 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 ceases to be a Subsidiary of the Borrower in a transaction not prohibited by Section 9.7. or 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 such Guarantor has ceased to be, or simultaneously with obtained a loan secured by a mortgage on its release from the Guaranty will cease to be, a Material Subsidiaryprincipal 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 9.1.; (iv) the representations representation and warranties made or deemed made by the Borrower and each other Loan Party warranty set forth in the Loan Documents to which any of them is a party, Section 6.1.(k) 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) 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 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 (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) such Guarantor does not guaranty the Borrower’s Senior Notes due 2018 or any other existing Unsecured Debt of the Borrower or any other Obligor in excess of $35,000,000. 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 release of the Guarantor from the Guaranty and, if applicable, the removal of the assets of such Guarantor from the calculation of Unencumbered Asset Value, which Compliance Certificate shall show continued compliance with each of the covenants contained in Sections 9.1 through 9.3, 9.6 and 9.14. Section 7.13

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 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 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 If, in writing that compliance with the Agent releaseterms and provisions of the Credit Documents, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor meets, all or will meet simultaneously with its release from the Guaranty, substantially all of the provisions Capital Stock or property of any Guarantor is sold or otherwise transferred to a Person or Persons none of which is a Credit Party in a transaction permitted hereunder or (ii) any Guarantor becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Guarantor, and any Guarantor referred to in clause (ii), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.09 hereof); provided, however, that the release of any Guarantor from its obligations under this Agreement if such Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition of thereof shall only be permitted if at 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) time such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection becomes an Excluded Subsidiary of such type (a); (iii1) no Default or Event of Default shall then have occurred and be in existence or would occur as a result outstanding, (2) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such releasetype, including without limitationthe Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) an Authorized Officer of the Borrower certifies to Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Guarantor continues to be a Default or Event of Default resulting from a violation guarantor in respect of any obligations under the Senior Credit Documents or any Permitted Refinancing in respect thereof. 108 Subject to the immediately preceding paragraph of this Section 7.12, the covenants contained Guaranty made herein shall remain 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 full force and effect so long as if made on any Loan or other Obligations (other than contingent indemnification obligations not yet due and as of such date except to the extent that such representations owing) hereunder which are accrued and warranties expressly relate solely to an earlier date (in which case such representations and warranties payable 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 requestremain unpaid or unsatisfied.

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 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 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 If, in writing that compliance with the Agent releaseterms and provisions of the Credit Documents, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor meets, all or will meet simultaneously with its release from the Guaranty, substantially all of the provisions Capital Stock or property of any Guarantor is sold or otherwise transferred to a Person or Persons none of which is a Credit Party in a transaction permitted hereunder or (ii) any Guarantor becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Guarantor, and any Guarantor referred to in clause (ii), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.09 hereof); provided, however, that the release of any Guarantor from its obligations under this Agreement if such Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition of thereof shall only be permitted if at 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) time such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection becomes an Excluded Subsidiary of such type (a); (iii1) no Default or Event of Default shall then have occurred and be in existence or would occur as a result outstanding, (2) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such releasetype, including without limitationthe Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) an Authorized Officer of the Borrower certifies to Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Guarantor continues to be a Default or Event of Default resulting from a violation guarantor in respect of any obligations under the Senior Credit Documents or any Permitted Refinancing in respect thereof. Subject to the immediately preceding paragraph of this Section 7.12, the covenants contained Guaranty made herein shall remain 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 full force and effect so long as if made on any Loan or other Obligations (other than contingent indemnification obligations not yet due and as of such date except to the extent that such representations owing) hereunder which are accrued and warranties expressly relate solely to an earlier date (in which case such representations and warranties payable 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 requestremain unpaid or unsatisfied.

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 and Indemnity Agreement 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 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 (vii) the Agent shall have received such written request at least 10 ten (10) Business Days prior to the requested date of release; (iii) such Guarantor shall have obtained a release of all Collateral Pool Properties directly or indirectly owned by it pursuant to Section 2.19; and (iv) such Guarantor shall have been released as a “guarantor” under the Mezzanine Loan Documents and any Person owning an Equity Interest in such Guarantor which is a “borrower” under the Mezzanine Loan Documents shall have been released as a “borrower” thereunder. 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 Parent, 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 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 the Agent release, and upon receipt of such request the Agent shall releaserelease (subject to the terms of the Guaranty), 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 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 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 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. The Agent agrees to furnish to the Borrower, at the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower.

Release of a Guarantor. The Borrower may request in writing that (a) A Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Note Guarantee and its guarantee of Indebtedness of the Agent release, and Company under the New Credit Agreement without any further action on the part of the Trustee or any Holder of the Notes upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor meets, a sale or will meet simultaneously with its release from other disposition to a Person not an Affiliate of the Guaranty, Company of all of the provisions Capital Stock of, or all or substantially all of the definition assets of, such Guarantor, by way of the term “Excluded Subsidiary” merger, consolidation or has ceased to beotherwise, which transaction is carried out in accordance with Section 801 and 1016; or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such the release of any Guarantor is not otherwise required to be from its obligations as a party to the Guaranty guarantor under the immediately preceding subsection New Credit Agreement, so long as (a); (iii) no Default or Event of Default shall then have occurred and be in existence continuing at the time of, or would occur as after giving effect on a result of pro forma basis 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.; (ivb) the representations and warranties made or deemed made by Company is permitted to incur at least $1.00 of additional Indebtedness pursuant to the Borrower and each other Loan Party Fixed Charge Coverage Ratio test set forth in the Loan Documents to which any subsection (a) of them is a party, shall be true and correct in all material respects Section 1010 on and as of the date on which such release occurs, and (c) the amount of Indebtedness outstanding under the New Credit Agreement for at least 30 days prior to the time of such release with the same force and effect as if made on and as is at least $200 million of its obligations; provided that any such date except termination shall occur (x) only to the extent that all obligations of such representations Guarantor under all of its guarantees of, and warranties expressly relate solely under all of its pledges of assets or other security interests which secure any Indebtedness of the Company shall also terminate upon such sale, disposition or release and (y) only if the Trustee is furnished with written notice of such release together with an Officer's Certificate from such Guarantor to an earlier date (the effect that all of the conditions to release in which case such representations and warranties shall this Section 1307(a) 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 requestsatisfied.

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 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 (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.